


And an Itsy-Bitsy Spider Fell Down the Rabbit Hole

by RevengePanda



Category: Spider-Man - All Media Types, Ultimate Spider-Man (Cartoon 2012)
Genre: A LOT of violence, BAMF Peter Parker, Be Careful What You Wish For, But He Doesn't Mean It, Doc Ock is insane, Enhanced Powers, Everyone Needs A Hug, Evil Peter Parker, Experimentation, Gen, I need to sleep I don't have time for this, It Gets Worse Before It Gets Better, My First Fanfic, Nick Fury needs a coffee, Peter Parker Acts Like a Spider, Peter Parker Needs a Hug, Peter is a Little Shit, Team Dynamics, Torture, Violence, puns, shoulder angel and devil, so is Norman
Language: English
Status: In-Progress
Published: 2020-01-25
Updated: 2021-01-16
Packaged: 2021-02-27 12:22:23
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 14
Words: 40,658
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22407154
Author URL: https://archiveofourown.org/users/RevengePanda/pseuds/RevengePanda
Summary: Peter was falling.Not literally of course, as its kinda hard to fall when you’ve been strapped to a table for an indeterminable amount of time, writhing in agony.But it sure felt like he was falling.Down, down, down and right out of his mind.But the worst part is, he doesn’t even think he minds anymore (at least it might make everything stop).Or, Peter gets bit by a Spider, Norman finds out immediately, and our favorite web-slinger’s backstory takes a few wrong turns and Peter loses his mind.
Comments: 120
Kudos: 231





	1. Field Trips are Supposed to be Fun?

**Author's Note:**

> Hey all! So this is my first story (yay), and I'm kinda nervous about it. But I was inspired because I have been watching USM on Disney + a lot recently, and a whole bunch of ideas kinda attacked my brain, and I settled on this one. 
> 
> If I decide to continue this (which I probably will), it might be long. Also know that updates will be irregular.
> 
> Also, please don't give me hate? I appreciate constructive criticism, but hate is just annoying. Thanks!
> 
> Note: The words that are like this: [Bolded] are when Peter does his little time-pause/explanation thing that he does in USM.

Peter was supposed to be having fun. 

His class was going on a once-in-a-lifetime trip to Oscorp, one of the top technology and research companies in New York City, seconded only by Stark Industries. But of course they were second - how could anyone compete with a company run by Iron Man, the Avenger?

Anyways, Peter was supposed to be enjoying himself, being a big-wig science dork and a complete nerd. But mostly, Peter was nervous. He could feel it - looming ominously at the edge of his consciousness. His infamous “Parker Luck” was about to strike again, and everything was going to go wrong. 

Suddenly, a voice broke through Peter’s unpleasant reverie. 

“Hey Pete, will you take a picture of me with these freaky spiders? I think it’ll look good with the story I’m writing on Oscorps’ newest tech”

**[That’s Mary Jane, one of my best friends. She wants to be an investigative reporter when she’s older, and she is fixed on starting her career early]**

“Sure Mary Jane!” He said. “Can you move a little to the left, the lighting’s a bit better over there.”

Neither one of them noticed a small red-and-blue spider clamber its way onto Peter’s shoe and up his jeans. 

“Hey Harry,” called Peter, “do you know anything about these spiders? They look kinda weird.” 

Harry looked up from a comic and scoffed. “Dude, the science thing is all my dad’s.” 

**[That dude right there is Harry. Harry Osborn. As in multi-millionaire Norman Osborn, the guy who owns this whole fancy-smancy building. Harry’s my best friend, has been since he gave me a ride home one day after school]**

“Yeah, but you live here! Surely you know something a bit more interesting that these dumb informative slides?” 

“Nah bro, I honestly don’t know a thing.”

Peter didn’t know how someone could spend so much time near such cool science and not know everything about it, but each to his own he supposes? 

The three of them took off, chatting about nothing in particular, when suddenly Peter felt a sharp pain near his wrist. 

“Ouch!” Cried Peter, slapping his wrist. Harry looked at him oddly and asked, “You okay?”

“Yeah, I’m fine,” said Peter, shaking out his hand as he watched a small spider fall to the floor. “Come on, we gotta catch up with the rest of the class!”

Harry, Peter and MJ took off down the hallway, where they could see their teacher, Ms. Winterhalter, disappearing around a corner. 

A scientist stood nervously in front of an empty cage. He had gone to give S-14 its daily food and supplement allotment, but when he got there, there was no spider. He had even ran a thermal scan, but the spider wasn’t using its camouflage to hide from him. It had completely vanished. 

“Dr. Michaels, I have come for the report on your ‘enhanced spiders.’ Has the goal been accomplished yet?”

The scientist’s face went whiter than his lab coat. The man who’d just spoken was Norman Osborn, his very, very unforgiving boss. And he sounded like he wanted results. Immediately.

Dr. Michaels slowly turned around, doing his best to block the empty cage with his body as he maneuvered towards the table where the report was sitting. 

“Any day now, Michaels,” said Norman, tapping his watch. “I have a meeting to be at in ten minutes”

Michaels laughed awkwardly and said “Well, um, Sir, the spiders have been progressing extremely well. Our latest creation, um, ah- S-14, has shown incredibly enhanced capabilities. It can leap up to 50 times its body length, it is incredibly strong, it possesses a paralyzing venom, a camo-”

“While I’m sure this is all very interesting, I would like to see it.” Norman took a step forwards and moved Dr. Michaels out of the way, revealing the empty cage.

“Well Michaels? Where is it?”

“Sir, um, I think it, well, I think it escaped.”

Norman turned to look back at the poor man and clasped his hands behind him. “Michaels, if you hope to further your career here at Oscorp, or anywhere else for that matter, you will find S-14 and you will have done it by tomorrow. I have given you much of my time and money, and I **need** the spider’s DNA.”

Mr. Osborn turned on his heel and walked away, calling back over his shoulder “twenty-four hours, Michaels. Find me my spider.”

The doctor gulped and turned to his computer. He **had** to find a way to get that spider back.

By the time the field trip had ended, Peter wasn’t feeling great. He was sweating, but at the same time, he felt freezing cold. 

But when Harry and MJ asked if he was okay, he just waved them off. He couldn’t afford to get sick, especially with winter break coming up soon and finals just around the corner. So he just shrugged the symptoms off and resolved to go to bed a bit earlier. 

By the time he was home, though, it was all Peter could do to stay upright. He was shaking, he was pretty sure he had a fever, and his vision was beginning to swim (and no, it wasn’t because he took his glasses off). 

He stumbled through the door and dropped his backpack on at the foot of the stairs with a loud thump. The sound practically assaulted his ears and a blinding headache began to form at the back of his skull. 

Climbing the twelve stairs to his room felt like Peter was climbing a mountain. Each movement hurt, and his skin was beginning to burn from the inside out. 

When Peter made it to his room, he flopped down on the bed immediately. It felt like every fiber in his body was burning up while he was being dunked into an ice bath that was interwoven with a lava flow. The last coherent thing he managed to do before he passed out was take off his glasses as he remembered Aunt May’s word of warning: “Peter, if you break these glasses, it’ll probably be a while before we can get new ones, so be careful with them.”

Meanwhile, Dr. Michaels had just had an epiphany. Instead of interviewing his interns one-by-one to discover who had left the cage open (he was sure it was that idiot Anderson kid, but Anderson wouldn’t admit it), he could use the thermal feature on Oscorp’s cameras to track the spider until he could find it. The spider stood out as a purple and blue marking in an otherwise warm-colored environment on the cameras, which made it easy to track. 

Dr. Michaels watched as the spider left its cage much earlier in the day (it had actually been the good doctor himself who had left the cage door unlatched) and crawled straight up the nearest wall to a corner, where it began building a web. 

Suddenly a group of people entered the frame, and began to walk around aimlessly. The spider, however, began to move. It crawled down the wall and onto the floor, where it began to walk straight towards the group. The group began to follow somebody out of the room, but three stayed. The spider was going straight for them, and Dr. Michaels was afraid he was about to watch his magnificent creation be crushed by some idiotic high-schooler’s shoe. Instead, he watched in horror as S-14 crawled straight up a leg onto an arm. 

Dr. Michaels paused the recording and switched it out of thermal imaging mode. He unpaused the video and watched in abject horror as the spider bit a boy’s wrist and was promptly crushed in revenge.

His prized project had been destroyed! How was he supposed to face Mr. Osborn now?

Once Dr. Michaels had gotten over the initial shock of watching his prized spider die, he realized something important. The DNA of this spider was intended to eventually be merged with a human’s, in order to help people live healthier lives and prevent genetic disorders. If this boy had been bitten and injected, there was no telling of what S-14’s radioactive DNA could be doing to the boy’s own genetic code.

Maybe, just maybe, Dr. Michaels could save his job. He screenshotted a picture of the boy’s face and took off to find Mr. Osborn before he could leave for the day. 

He found Osborn in his office. Dr. Michaels approached him carefully, saying “Sir, I have news about S-14.”

Norman Osborn ran a hand down his tired face and looked up to see Michaels holding out a O-Tablet. He took it and was met with the face of a boy. He looked a bit closer and realized that the boy was Peter Parker, Harry’s hardworking and intelligent friend. But he failed to see how Peter was relevant to a conversation about a genetically-enhanced radioactive spider. 

Then Norman realized Michaels was speaking and decided to tune in.

“- not only that, but who knows what the DNA could be doing to the boy’s! He needs to be brought in for observation, and probably medical care.” Michaels was speaking fast, a worried expression carved into his face. 

Norman sighed and said “Start at the beginning. What happened to S-14?”

Michaels resigned himself to re-explaining the whole situation and started over. 

“The spider escaped earlier today, as you know. A group of highschoolers on a tour of the building stopped by and S-14 climbed onto this boy’s shoes and proceeded to bite his wrist. The boy killed the spider, regrettably. But the spider bite and resulting mix of DNA could be doing awful things to this poor child. We have to find him and bring him in to ensure that he doesn’t die or gain uncontrollable abilities.”

Norman smiled on the inside, but on the outside, he maintained his usual icy disposition. While the identity of the boy who had been bitten was regrettable, the results of this ‘little accident’ could prove to be most rewarding. 

Osborn stood and buttoned the front of his suit jacket, saying “Michaels, since you have failed to provide me with S-14, like I requested, I am going to have to have to let you go. Take your things and be gone, preferably as soon as possible. You will get your last paycheck in the mail.”

The doctor was obviously angry, but there was a feeling of resignation about him. He had known that this was going to be the outcome regardless. Norman Osborn does not tolerate mistakes. But he was worried, so he had to ask, “What about the boy? You need to monitor him, you need to ensure that he doesn’t die from this!”

Norman smiled at this, but it wasn’t a nice smile. It was the smile of a shark, but it was somehow slimier than that. There was something dark hidden behind his perfectly white teeth, and Dr. Michaels shuddered. 

“Don’t worry about the boy, Michaels. I’ll _personally_ ensure his safety.”


	2. Why Does My Brain Itch?

**Notes for the Chapter:**

> Hi! Thank you for the comments, they are really motivating!
> 
> I'm excited for this chapter cause some stuff actually happens, so yay!

Peter woke up before his alarm clock even sounded, which was odd. Normally he could barely get out of bed, let alone get out of bed early.

He sighed and stretched, then grimaced as his back and shoulders popped in about twelve places, which was odd because his back never popped unless he had slept on something flat and hard, like the floor. 

He reached for his glasses and froze when his hand hit something that definitely wasn’t his dresser. 

_Oh_ , he thought, _I must have fallen off my bed. Then he opened his eyes and froze._

He was looking down at his bed. 

Down, not up. In fact, his whole room was below him! Peter was on the ceiling!

**[Will somebody please explain what is going on?]**

_Briiiing, bRIiiiiNG, BRIIIING_

At the sound of the alarm clock, Peter jolted sharply and fell from the ceiling onto his bed, just in time for Uncle Ben to open the door and poke his head in. 

“Hey Pete, you up yet? Aunt May just left for the hospital, and I’m about to head off as well. I just wanted to make sure you’re gonna make it to school on time.”

Peter blinked hard, trying to register the words. 

“Don’t worry about me, Uncle Ben. I still have plenty of time.”

Ben smiled and said, “Are you sure about that? Remember last week?”

“Okay, okay, lay off! That was one time!”

“And the week before that, and the week before that one where you were late three times, and the -”

“Uncle Ben! I’m working on it, okay! I just struggle with keeping track of time!”

“Okay sport, okay. Breakfast is on the table. I’ll see you tonight. I’m going to absolutely crush you at monopoly.”  
Peter laughed and said goodbye. He crossed the room and started to change. As he did, he thought about the weird events from when he woke up. 

**[Surely that was just a dream, right? Like one of those hyper realistic dreams that only feel like you woke up when you really didn’t? Because there is NO way in the world (or in science) that I was on the ceiling this morning. Right? Right. No way. No possible way. It was just a weird dream, and that’s that.]**

Peter shook himself, ran a hand through his messy brown hair in the mirror, and realized that something was wrong. 

He had never ended up putting on his glasses this morning.

That in itself wasn’t weird, what is weird however is how he could see perfectly while his glasses lay innocently on his nightstand. 

How was everything not a blurry, disjointed mess? He needed those glasses to even be able to read one of Jameson’s fifty foot billboards! 

He rubbed his eyes, and when he could still see, he ran to grab his glasses. 

He put them on. Everything became blurry and warped. He took them off. His room went back to its perfect, crisp state. He tried again. Same result. 

**[First the weird, life-like ceiling dream and now this? It isn’t possible for someone, especially someone with my luck, to go to bed needing prescription glasses and wake up with 20/20 vision!]**

_Well_ , he thought, _if life wants to finally make something go my way for once, who am I to refuse? Glasses-free life, here I come!_

He left his glasses on his nightstand and opened his door to go grab breakfast, only to be stopped short by the door. 

He couldn’t let go of the handle! 

Peter turned around, relaxed his grip, and pulled. But his hand wouldn’t budge. 

He tried again.

Nothing.

Peter stood there awkwardly, halfway out his bedroom door, completely and utterly confused.  
He looked back at his clock. He had about ten minutes to get out the door if he wanted to make it to class on time today. And he desperately wanted to make it on time, if only to prevent Uncle Ben’s disappointment. 

So Peter faced the stupid, ridicously sticky door, **[I mean seriously! What is on this door handle? One of those impossibly sticky bug traps? Magical gorilla glue?]** and began to pull harder. As he did, he heard a horrible cracking sound and fell backwards suddenly as the resistance gave out.

He had pulled the entire thing out of the door! And he still couldn’t get the dumb handle off of his hand!

“Oh no, Aunt May and Uncle Ben are going to kill me when they find out about this! And then they are going to revive me and kill me again! How am I supposed to explain this one away?”

Unable to fix the situation, and desperate to get to school on time, Peter took off down the stairs towards the sink.

“Water and dish soap removes glue, right?” Peter muttered. “Come on, come on, I really gotta go now!”

When the water turned warm and hit his hand, his hand relaxed and the handle instantly into the sink with a clatter. 

He leaned down to inspect it, but he couldn’t see any residue on the handle or his hand.

**[Weird. Really, really weird. I’ll figure out what’s going on at school. Maybe that spider bite yesterday made me sicker than I thought.]**

He turned and grabbed his bag and an apple before tearing out the door. If he left now, he could still make it!

Unbeknownst to Peter, a tiny green and black drone with a blinking camera darted out the door with him and turned towards the Oscorp building.

A smug and satisfied Norman Osborn stood up from his computer and reached for his phone.

“Octavius, my friend. Prepare your lab, our little spider project has progressed much, well, much more _quickly_ than we had originally planned.”  
“What do you mean?” rasped Otto Octavious.

Norman rolled his eyes a bit but said calmly, “What I mean, Octavius, is that Oscorp’s latest enhanced spider has bitten a person, and the resulting DNA exchange has caused physical changes to the bitee, and I would like for you to study these changes so that we can understand them and use them to our advantage.”

Deep underground, the doctor smiled for the first time in quite a while. 

“I would be most excited to study this new creature for you, Norman. When will it be delivered?”

Norman shrugged and looked at his expensive watch. “Well, the subject will be available for pick-up after three o’clock with any luck, so you will receive it after then.”

Otto chuckled darkly and asked, “Do you have any conditions, then? What exactly am I looking for?”

“Anything that would be beneficial to a soldier. Enhanced senses, strength, speed, etc. If it is powerful, then use it and enhance it. You are a skilled geneticist, Otto, and I believe that there are plenty of wonderfully strong spider-traits that you could pull from the research I have so graciously provided you.”

With that, Norman Osborn hung up the phone and turned back towards his desk, ready to work, but paused when he had to type in the passcode to his computer. His son, Harry, was going to be devastated by this. The Parker subject is Harry’s best friend, and losing the subject in this drastic way was going to cause ripples in Harry’s life.

Norman shrugged and resolved to be there for his son a bit more often.

Bobbie had been excited when she had gotten the call. Hidden numbers generally meant that she was about to get a job, and god knows that she desperately needs a job, especially since she just blew the last of her cash at an amazing cage match. 

She picked up the phone with a brisk “Hello,” her Blindside persona falling into place with ease. 

“I’ll accept . . . around three you said? . . . Okay . . . Queens, drop off location near the Hudson? . . . Uh-huh . . . Non-lethal force, got it . . . Ha, don’t be seen, whaddaya think I am, an amatuer? . . . Sorry, sorry, okay . . . Payment? For a job like this bud, it's gonna be about three grand - . . . Whaddaya mean, get someone else? They won’t do the job as well as me . . . okay, done and done, you got a picture of the target? . . . Yep, drop off will be around four . . . Bye.”

She stretched lazily and looked at the clock. It was around twelve, she still had plenty of time to waste before she absolutely had to get ready. 

TIMESKIP

Peter’s day had been wild. 

**[Like wilder than normal, which is pretty much impossible for me. But here I am again, proving the impossible possible - Parker Luck for the win!]**

At school, he had ripped almost every piece of paper he had touched, and he didn’t even have to grab it to rip it! All he had to do was set his hand down on something and it would start sticking to it. But he couldn’t seem to control what stuck to him, which was really annoying. 

He had also been in gym class where he, Puny Parker himself, had dodged not one, but two dodgeballs during gym! It was like his body knew they were coming and just moved all by itself while that weird tingling sensation went off in the back of his brain.

Unfortunately, he had gotten nailed immediately afterwards by his bully, Flash Thompson, as Peter was standing there in complete shock of what he had just done. 

Actually, it wasn’t just papers that Peter had destroyed at school today. He also broke two test tubes and a pair of tongs in chemistry, which the teacher wrote off as just being the end of old, unreliable equipment (but Peter wasn’t so sure about that), he snapped four pencils, crushed a pen, which caused the ink to get everywhere, and finally dented a locker when he kicked it out of frustration because of his broken pen, which happened to be his last one. 

Peter slumped in his desk and sighed as he buried his head in his arms. 

He also appeared to be developing a raging migraine that had started at lunch, where everything had been subtly overwhelming. It was as if he could hear every conversation in the room at once, smell everyone’s BO mixed with their lunch **[Which is NOT a pleasant combination, let me tell you that]** and saw every light and color in a brighter way. 

Peter could _feel_ Harry lean over close to him as he whispered, “Hey Pete, did you understand geometry today? I think I got it, but could I check your notes? I might have fallen asleep for part of the lesson.”

Peter groaned softly but started looking through his bag, wincing at the sound of papers crumpling. 

When he finally found the binder, he handed it over to Harry, desperate not to rip another paper with only ten minutes left in the school day.  
Harry smiled gratefully at Peter and began to copy down the rest of his notes. 

Mary Jane leaned over to Peter and asked “Hey, are you okay? You look even worse than you did at the end of the field trip yesterday.”

He waved her off and said “Actually, I’m feeling a lot better than I did yesterday. Like a lot better. I just have a headache, that’s all.”

MJ looked at him skeptically, but relented, turning back to her notebook.

Pete tried to finish his math, but he couldn’t concentrate. As the clock ticked closer and closer to the ending bell, a noxious tension was gathering in the back of his brain.

Blindside was bouncing with impatience. Her target had yet to appear, and she wasn’t happy about it.

She had been a bit upset when she had seen the picture target, who is just a kid, but in the long run, she supposes, kids go missing all the time, so what’s one more vanished brat?

She scans the unruly crowd of teenagers, when suddenly she spots the boy. He’s standing slightly apart from everybody else, a small grimace etched into his face. He isn’t wearing the glasses that were in the picture, but she’s pretty sure that she’s looking at the boy from the picture. 

He begins to walk away, so she follows him from a distance. 

She has to stay out of his line of sight though, because he keeps whipping his head back to look around, as if he knows he’s being followed. 

She ducks and weaves artfully through the crowd, increasing her speed to catch up with him.

Peter was being followed. He couldn’t tell you who was following him, or how he knew, but something in his brain was screaming it at him. 

He whipped around to try and spot whoever was following him, but nothing was out of place in the usual New York City sidewalk crowd. 

Suddenly, something in his brain snapped, and he began to sprint down the sidewalk, bumping into people and dodging cars. 

**[What is going on!?]**

It was hard for him to breathe. 

Everything was to loud, to bright. 

He could smell street food and gasoline and the sewers and a subway station and the bagel that woman held and everything was just too much!

He couldn’t breathe.

But he was running, the pounding in his brain urging him on. 

Left, right, dodge the stroller, cut across here, duck under the ladder, down that alley, WATCH OUT FOR THE DUMPSTER!

_Wham._

He didn’t avoid it.

**[Owww, how fast was I going? That hurt so much]**

Peter looked up at a blurry figure as his brain erupted into the most intense tingling sensation he had felt all day.

There was a sharp crack, his head exploded in pain as the figure in front of him disappeared into the blackness that overtook his vision.

“Boss, I have the kid . . . Don’t worry, nobody saw me . . . What about payment?. . . Okay then, bye.”

Bobbie sighed and took her mask off, shoving it in her back pocket. The kid looked so small, curled against a dumpster in the empty alleyway. 

Oh well. Business is business. She hoisted him up over her shoulder and disappeared deeper into the alley.

TIMESKIP

Aunt May and Uncle Ben sat anxiously at their kitchen table. Aunt May had her hands in a death grip around her phone, desperate for a call from her beloved nephew. 

It has been three and a half hours since Midtown High’s school day had ended, and Peter still wasn’t home.

Sometimes he forgets to tell them about a club or activity he was participating in after school, but he always called them back. 

He hadn’t called them back. 

May had called the police, four different stations in fact, but each time she was told to wait a bit longer and call back tomorrow as “Teenagers disappear all the time. They go to parties or friends' houses and just forget to call. Three hours is no need for a full-blown search party or Amber Alert.”

Aunt May had tried to explain that Peter was a good kid, that he didn’t party or disappear without warning, but the operators were having none of it. 

“Ben, I can’t take all of this sitting around, doing nothing! We have to go look for him!”

Ben sighed and rubbed a hand across his tired eyes.

“His phone might be dead, or he might’ve lost it again. Lets try calling his friends first to see if they know where he is. If that doesn’t work, we can try the school and then we can go look for him.”

Uncle Ben dialed Harry, who picked up on the second ring. 

“Harry, this is Ben, you know, Pete’s uncle. I was wondering if Peter is with you right now . . . Oh, he isn’t? Okay, do you know where he is? . . . Well, did he say anything to you about going somewhere? . . . Okay . . . Why? Well, Peter hasn’t come home from school yet. He hasn’t called May or me, and we’re worried about him . . . Okay then, call us if you hear from him.”

He turned to Aunt May, who was just getting off the phone with MJ.

“Any luck?”

“No, but MJ did say that they are working on a big project in English right now, maybe he went to the library and lost track of time?”

“Harry mentioned the library as well, it’s a good place to start as any I suppose.”

The couple got in their car and sped away, Ben drumming his fingers nervously on the wheel. 

“When we get this boy back, May, we are going to have a major talking-to with him about responsibility. He knows he is supposed to call us if he isn’t coming home straight away!”

May agreed, and the rest of the ride was spent in apprehensive silence.

TIMESKIP

Peter wasn’t at the library. 

He wasn’t at the school, he wasn’t at any of the parks, he wasn’t in Times Square, he wasn’t at his friends house, he wasn’t anywhere!

He also hadn’t called either of his friends or his Uncle or Aunt. 

He was gone, and there was nothing the Parkers could do about it, at least until the police operators got their heads out of their butts and began to listen to them. 

By the time they were home, May was weeping softly, and Ben didn’t know what to do with himself. 

But he was a stress cleaner, so he began to clean the kitchen, scrubbing it from top to bottom.

He figured that by the time he finished cleaning the house, Peter would be back.

There was no way he’s missing, right? This is some stupid teenager thing. He’ll be back. 

Right?

The subject had been delivered. 

It was still unconscious, which made Otto’s work weighing, measuring and restraining it on the table much easier. 

The subject weighs 143 pounds and is five feet, six inches tall. He records this information on a clipboard and moves to grab syringe to draw blood. 

He needs to determine the subject’s blood type and analyze the extent to which the radioactivity from the spider has affected the subject. 

But first, he needs to decide on a title for it. 

Spider-1 is basic, to predictable. And Man-Spider sounds terrible.

Otto smirked to himself as he thinks of the perfect title for his new experiment. 

Spider-Man 1, or SM-1 for short. 

Simple and to the point while providing all of the necessary information, which is just the way Otto Octavious likes it. 

As he is preparing the syringe, he hears a small groan. The subject must be waking up, which is unfortunate. 

His metal arms clank as he moves toward the only well-illuminated part of the lab, which is where SM-1 is restrained. 

The subject begins to speak, obviously disoriented.

“May? What time is it? I had the weirdest dream, I need to tell-”

Otto chuckled as the subject spotted him and trailed off into a confused silence.

“You, you aren’t May! Who are you? Do I know you?”

SM-1’s head turned as much as it could, searching the dark room for any sign of familiarity.

Otto realized the subject was still speaking.

“Not only that, but I need to get home. I’m sure you’re great and all mister, but it’s family game night and I cannot miss being destroyed at Monopoly,” at this the subject tried to stand up, his eyes widening in horror when he discovered the restraints wrapped around wrists and ankles. 

“Why am I restrained? Actually, go back to my first question. Who are you and why am I here?”

The subject was obviously panicking, his breath coming in short bursts and beads of sweat forming on his forehead. 

Otto rolled his eyes and stepped completely into the subject’s line of vision. 

“I am Dr. Otto Octavious, geneticist extraordinaire and prolific scientist. And as for the reason you are here, well, you, Peter Parker, became property of Oscorp the moment our most prized genetic enhancement project, a spider with magnificent abilities. You are here for observation, to ensure that the radioactivity from the spider does not kill you, and to see whether or not the enhancements of the spider have passed on to you. And if the enhancements have, as the videos have indicated, then you are here for experimentation, so that I might understand the effects and-” Otto stood speechless for a second as the boy interrupted him.

“Whoa, hold up, go back! You just said a whole bunch of crazy things there, and I don’t understand. You said that, that I’m property of Oscorp? You can’t own people, it’s, it’s illegal under the 13th amendment! And I’m pretty sure word you are looking for is kidnapped, not ‘here for observation.’ And you also can’t experiment on people! It’s illegal! And-”

Dr. Octavious interrupted SM-1 with a roar. 

“Shut up! Don’t interrupt me when I’m speaking, SM-1. I abhor being interrupted.”

Otto sent one of his arms to grab the syringe from the counter so he could begin his analysis of the subject’s DNA. 

“As I was saying-”

The subject was watching his mechanical arm in fascination until something seemed to register in his eyes. 

“What did you just call me? SN-1?”

The scientist ground his teeth and replied “SM-1. It stands for Spider-Man 1, which is your new title. You are a man, well, boy, whose DNA has been mixed with that of a spider. You are also the first of your kind, hence the ‘1.’” 

“But I’m not an experiment! I’m a person, a person who you kidnapped, and you need to let me go before my Aunt and Uncle call the police and flip out! You can’t keep me here!”

Octavious rolled his eyes and approached the subject, readying the syringe. 

“What’re you going to do with that? I don’t want any needles in me! Back off! Stop it! _Stop_!”

Peter’s head exploded into the same buzzing sensation moments before the syringe entered his arm. 

It didn’t hurt much, but watching his blood leave his arm and enter the syringe made him sick to his stomach. He hates needles, always has. 

The mechanically armed man shuffled away as Peter laid hyperventilating on whatever it was he was tied to. 

**[I’ve been kidnapped. I’VE BEEN KIDNAPPED! This is insane! Being kidnapped is something you always hear about happening to someone else in a different state, not to you yourself! Oh my god, what do I do? He said he was going to experiment on me! He gave me a title, not a name! I’m tied down, for god’s sake! I’m really, really scared right now.]**

_Oh no_ , Peter thought, _he’s coming back._

The man, _what did he say his name was again? Doctor Octopus? He has eight arms, so Dr. Octopus makes sense. I’m going with Dr. Octopus_ , was clicking his way back towards Peter. He had a dark grin on his face, but it was somehow pensive. 

“SM-1, when I was weighing you I noticed you have an unusual amount of musculature for someone your age and weight. I predict that the spider bite has increased your cellular regeneration, which has therefore increased your muscular regeneration. I also predict that this increase has created a healing factor.”

His smirk darkened considerably, and that strange tingle at the back of Peter’s brain went off with full force. 

“I was planning to test this supposed regeneration at a later point, but since you seem so keen on talking I thought you could put that busy voice to work at doing something else, such as screaming.”

Pete flinched backwards against the hard metal surface as the man drew nearer, brandishing a scalpel.

**Notes for the Chapter:**

> Oooh, drama!
> 
> The mercenary Norman hired to kidnap poor Peter is Bobbie Chase, also known as Blindside. She's a super minor Marvel character who is a mercenary in some comics. 
> 
> So what did you think, was the characterization awful?
> 
> The beginnings of the actual experimentation will start soon, as well as some insights into what the rest of the Ultimates are doing right now. 
> 
> Anyways, thank you all again!


	3. Beginnings (Of Everything)

**Notes for the Chapter:**

> Hellllloooooo, I am really tired. But here is a new chapter, so yay?
> 
> Anyways, enjoy!

High above the city, a massive helicarrier flies stealthily through the night. 

On-board, however, four teenagers run rather unstealthily through the halls, whooping and laughing as one. 

They had just managed to escape training, and it was about time too. They had been going hard in the training room for just over three hours when Nova, who will have you know that he _is_ in fact the leader, had decided to make a break for it. 

The rest of them followed, albeit unwillingly in White Tiger’s case. 

All they had to do was get to their barracks and they would be free from whatever civilian-rescuing hell Coulson had prepared for them. 

But as they turned the corner, they slammed to a stop.

Nick Fury, the world’s greatest super spy and the director of SHIELD, was standing in front of their door, arms crossed, looking extremely disappointed. 

“Where are you kids supposed to be right now?”

Nova opened his mouth to respond but was silenced by an icy glare. 

“That, Nova, was rhetorical.” Nick Fury sighed and leveled his gaze at the teens. 

“I know you have been working hard lately, but that is what it takes to become heroes like the Avengers, like the Guardians of the Galaxy. You all came here with a purpose, to be the best you can be, to be ultimate. And that takes hard work, which you all are trying to skip out on.”

White Tiger side-eyed the boys, hissing, “I told you we were going to get in trouble for this!”

Danny, or Iron Fist, drew himself up and brought his fist to meet his palm at his stomach, bowing slightly. “We apologize for our actions, we will return to training right away.”

Director Fury nodded and Luke, Ava and Danny turned back towards the training room. But Sam didn’t. 

“Oh come on, Fury! We’ve been training hard all week! We’ve aced our lessons and done our best! It’s a Friday! We deserve a break!”

Nick Fury’s eye twitched. 

“Well, Nova, you think you deserve a break?”

“Yes! I’m tired!” Nova smirked, looking satisfied. 

Nick Fury’s face twitched upwards in a grim half-smile. 

“Well, if it’s a break you want, it’s a break you will get. No more training for you tonight Nova.”

Nova’s smirk turned into a full-blown grin. 

“Instead, you can clean the toilets.”

Sam’s smile dropped in an instant. The rest of the team, sans the ever-stoic Danny, suppressed giggles behind him.

“Ayala, Rand, Cage.” The rest of the teens snapped to attention. “You three have the night off. Get some sleep and be ready for endurance training at 0600 hours. And Alexander, get to work.” 

As Fury walked away, Sam stood there, struck dumb by what had just happened. 

Then he noticed his team was leaving him, and gave chase.

“Guys, wait! You aren’t going to leave your beloved leader here to do all the work, are you? Won't you help me! I’ll give up my dessert rations!”

Luke shrugged at him and said, "Fury didn't say anything about me having to clean any bathrooms," and stepped into the dorms. Ava chuckled a bit and said, “Told you this idea was dumb, space cadet.”

Sam turned desperately to Danny, who was watching with serene eyes. 

“Danny, you’re a monk, and monks, like, live to help people. So can you help me?”

Danny blinked slowly and replied, “To be idle is a short road to death and to be diligent is a way of life.” Then he closed the door on Sam’s shocked face. 

Sam turned down the hallway towards the bathroom, muttering. 

“What does that even mean? Does he really have to talk like a stupid fortune cookie all the time?”

Meanwhile, the other three teens stretched out comfortably on their bunks, grateful for the few extra hours of sleep.

The insane doctor had been slashing away at Peter for what has felt like hours. 

The first few slices were easy. They didn’t hurt anymore than the bumps and bruises that Peter got from his normal clumsy navigation of the world. 

But Peter is afraid, no, scratch that, he is beyond terrified. And when Peter is scared, he talks. It’s a habit left over from when he was a child and would talk to himself to make himself less afraid of the dark. 

**[Ouch, this hurts! A whole freaking lot! I need to get out of here, right now.]**

“Hey, um, Mister Doctor? Why don’t you put that scalpel away and just let me go and we can both pretend this never happened? Like I won’t even press charges if you let me go right now.”

With each slice down his arm, Peter becomes more aware of his surroundings. He can feel his hearing enhance, and the sound of the doctor’s labored, mechanicized breathing rasps against his ears. 

The sharp beeping of an EKG assails him, the beeps growing faster in tandem with Peter’s heart, which feels like it’s going to jump out of his chest. 

Peter recognizes the symptoms, the shortness of breath, the blurred vision. He’s having a panic attack. 

Gasping, he begins to talk faster. 

“So please just let me go, let me go! I, I can’t stay here! Th-th-is, this is really bad! L-l-ike ill-illegal bad! Just stop, stop it!” 

And all of a sudden, fear overwhelms him. He can’t breath, he can’t see, all he can do is try to get away. 

The new buzzing in his brain intensifies and Peter pulls. 

_SNAP_

The things holding him down, the things stopping his escape from the monster looming over him, all break in tandem. 

And he moves. 

He’s up like a shot, dashing towards a door. He claws at it, but there’s no handle. 

He can’t breath. 

He turns to the window and sprints towards it, only to observe, as if in slow motion, a metal claw hurtling towards him. 

Peter dodges it with newfound agility. 

He still can’t breath. 

And now he’s at the window. But it’s not a window, it’s, it’s an aquarium?

He glances around frantically, then spies a vent and then he is on the wall, crawling upwards to it. 

**[Well, if it works in the spy movies, it'll work now.]**

Suddenly, there’s a claw around his leg and Peter is swaying upside-down in the air. 

He flails, desperate to hit something and be released. 

Blood from his unhealed cuts begins to dribble downwards. 

The man begins to laugh quietly, harshly, his dark goggles glinting like the blood-thirsty eyes of a shark. 

“Interesting, SM-1. You just broke restraints designed to hold over 300 pounds of force, and proceeded to climb up a wall without any equipment. Unfortunately, this new development means that I must create new restraints, but in the long run it means that your newfound abilities are worth studying. I was worried, especially since your healing factor seems rather weak. But now it seems I have ample reason to continue my studies.”

As the man is talking, his free arm is busy preparing a syringe with his own special mixture of propofol and ketamine. The mixture is especially good for ensuring a quick knock-out that lasts for a significant amount of time. It also has the added advantage of making the recipient’s memory of the last few hours fuzzy. 

His arm slinks around the back of SM-1’s arm, to where the mixture can be easily injected. 

The subject is flailing in his grip, looking more animal than human. Its breaths are coming in frantic puffs, and it inhales without ever taking in oxygen. 

One quick jab and the subject falls unconscious within seconds, its breathing evening out. 

Doctor Octavius decides to use this occurrence to test his subject’s metabolic rate. This formula should, according to his calculations, take about an hour and a half to burn through the subject, based on his body weight and height. 

He makes a note of the time injected on a spare sheet of paper. 

He examines the specimen dangling in front of him. It doesn’t seem remarkable, and there is nothing remotely powerful about it. But it had just broken through restraints designed to hold creatures with X-genes and superstrength. More tests are required to completely understand the limits of SM-1’s strength, not to mention its apparent ability to climb walls. 

But first, SM-1’s rebellious spirit must be broken. The damned subject wouldn’t shut up during the initial healing factor tests, and Otto suspects it will only get worse from there. 

Maybe he could design something to keep it quiet, a vocal cord inhibitor, something along those lines? He needs to think on it, but Otto Octavius is quite sure that he can come up with something quite ingenious to solve this little problem.

After twenty-four hours and fifteen desperate calls, the New York Police Force finally put out a missing persons report for one Peter Benjamin Parker, age 16. 

And May is an inconsolable mess. 

When she and Ben had taken Peter in all those years ago, they had promised to protect him and keep him safe where Pete’s parents couldn’t. 

And it feels like they have failed. Instead of keeping their beloved nephew safe, he has disappeared, most likely kidnapped, at least according to the cops. 

There isn’t anything they can do but keep praying and hoping, which doesn’t feel like much when your virtual son has disappeared. 

So they wait, and wait some more, watching their phones sit on the counter, counting the minutes until someone, anyone, can call them with information. 

When the phone rings, Ben lunges across the counter and has it answered before the first ring even finishes. 

“Hello” says Ben, breathlessly. 

“Hey, Ben.” It’s Harry. Ben does his best not to be too disappointed, and shakes his head slightly at May, who was looking at him hopefully. “I was just calling to ask about Peter. He hasn’t answered my calls. Is he okay?”

“The police just put out a missing persons report. They suspect,” Ben chokes on his words a bit, “they suspect a kidnapping.”

On the other line, Harry gasps. “Oh god. Not Pete!”

Ben sighs and begins to explain what the police had told him when suddenly the phone begins to buzz with another caller. 

This time, it’s the police. 

The officer, who introduces herself as Alejandra Garcia, begins to explain the situation. 

“Well, sir, we’ve been in contact with the school and the boy’s teachers. His last hour teacher told us that he noticed that Peter was acting sick and rather lethargic by the end of the hour. The teacher gave some names of students who might know more about how Peter left school, and I need you tell me which students would be most pertinent to the investigation.”

Ben thought for a second and said “Well Pete’s best friend is Harry Osborn. He is in his 7th hour along with MJ, um, Mary Jane Watson. If anyone can give you more details, it would be them.”

They talked for a bit longer, the officer reassuring him that they are doing everything they can to find Peter.

The second Ben puts down the phone, May latches onto his arm. 

“Any news?”

“Not really. They mostly just asked for new sources of information, like how Pete usually comes home and the numbers of his friends and such.”

“Oh, okay.” May turns away, wringing the life out of the dishtowel in her hands. 

“They are going to find him May. And if they don’t, Peter is a strong boy. He’ll be okay.”

May looks at Ben with a bittersweet smile. “You're right. This is what the cops do. They can find him. They will find him.”

**Notes for the Chapter:**

> So what did you think?


	4. Everyone Worries and Pete's Brain Hurts

Peter wakes to the color white. 

He blinks heavily, trying to clear the last dregs of sleepiness from his system. 

The room is still white, blindingly so. 

There’s no door, at least not that he can see. 

And Peter can’t remember how he got there, or even where he is. 

“Hello?” he calls. “Anyone here?”

The sound of his voice echoes around the empty room. There is no bed, no chair, no anything. 

It’s just a smooth, windowless, white box. 

Peter runs a hand across the wall, listening to the sound echo softly as he tries to remember how he got here. 

But his mind feels thick and slow, like the molasses Aunt May puts on her wheatcakes sometimes. 

Aunt May, he thinks. I need to talk to Aunt May. Why do I need to talk to Aunt May?

He starts to pace, trying to remember. Vaguely, he notices that it takes him six steps to cross what he assumes is the back wall of the room. 

He goes to rub the back of his head and freezes when he sees what he’s wearing. It isn’t his usual jeans, t-shirt, and sneakers. 

Instead, he’s in what appears to be a medical gown. It’s white, the colors blending into the room. 

He isn’t wearing shoes either. 

But what’s most alarming is the crusty red lines down the side of his arms. He scratches at it, the dull red flaking off and getting stuck under his fingernails. 

Peter sniffs the flakes and the overwhelming stench of blood enters his nostrils. 

The smell sends something queasy rolling in Peter’s stomach as follows the trail of blood up his arm, looking for the source. 

He pulls his arm out of the hospital gown, mentally preparing himself for some huge injury or stitches. Maybe he got hurt and now he’s in the hospital?

There’s nothing. No scab, no stitches, no gaping wounds. The blood trails all stop at the same spot on his bicep, which is weird, but there’s no scab. 

He checks his other arm, and then the rest of himself for injury. Only injured people end up in hospital gowns, right? But there’s nothing. 

**[Okay, so I have random streaks of blood on my arm, but no injury, I appear to be trapped in this room with no way to escape and no memory of arriving, but that’s fine, right? This is fine, I’m fine, I’m sure someone will come soon.]**

Peter continues to pace for a bit, running his hands across the walls, searching for a seam or a crack where a door could be. But he can’t find anything.

“Okay, can someone let me out now? Please?” Peter calls, foot bouncing anxiously.  
There’s no response. 

The white of the room seems more menacing now, more all-consuming. 

He runs his hands through his hair, looking up at the ceiling. 

**[Where am I? Why is this place so white? It’s really hurting my eyes.]**

He has no way to tell time as he paces, he could’ve been awake for an hour or five minutes. 

He bangs on the wall once, then slides down to huddle against it, drawing his knees up to his chest. 

Peter has heard about rooms like these, isolation rooms, white rooms, rooms used to torture people into submission or until insanity. 

**[But why would anyone put me in one? I’m just a kid!]**

Meanwhile, a scientist takes notes, muttering to himself as he does calculations. 

“So if he burned through the mixture in 37 minutes, and the estimated time was 83 minutes then . . .”

He trailed off as he calculated the subject’s metabolic rate. It’s incredibly fast, a far cry from the unevolved human’s clumsy metabolic process. If this process could be isolated, and possibly enhanced, it could give Norman’s desired “super-soldiers” a possible immunity to almost any poison, air-borne or not. 

The caloric ramifications of this discovery would also have to be tested. A metabolic rate this fast means that the subject needs to eat quite a bit to maintain a healthy weight, but as the subject is part spider, and spiders can survive weeks without food, maybe the caloric needs could be limited or stretched apart. 

Otto makes a note to test the subject’s caloric needs at a later date. 

He lifted his gaze from his notepad to the screen in front of him, observing SM-1 as it curled up in the corner of its holding chamber. 

Otto hadn’t originally intended to place SM-1 into the mind-damaging white room, but Osborn had insisted upon it. 

He had claimed that the room would be effective in breaking the subject down, making it easier to rebuild it as the perfect soldier, the perfect general for Osborn’s perfect little army of super-powered spider-soldiers. 

Personally, Octavious thought the room was a bit much, and that the experiments and isolation from the real world alone would eventually leave the subject vulnerable to reprogramming, but Osborn is nothing if not excessive and Octavious is in no place to argue with him.

Otto turned from the screen, content to leave the subject alone for a bit as he catalogs the data gained from the preliminary healing factor experiment. 

He also wants to analyze the subject’s blood and isolate any and all DNA irregularities, and hopefully determine the type and level of radiation SM-1 had been exposed to.

Harry and MJ sat listlessly in thousand-dollar bean bag chairs, homework lying unattended to around them.

They’re too distraught to appreciate the warmth and comfort, however, and are both staring at a third, bright red bean bag that formed the third point of their triangle of friendship. 

The person who would normally be sitting there, Peter Parker, was declared officially missing four and a half days ago, twenty-four hours after he went missing while walking home from school. 

And there are no leads on who took him, or where he went. The main theory that the police are holding, according to Aunt May, is that he ran away, because according to Detective Whats-his-face, “teens this age are prone to running away, especially if they have had deaths in the family or other traumas in their lives.” 

Harry and MJ (and Aunt May and Uncle Ben), had all tried their best to convey to the police that Peter is not the type to run away. He loves his aunt and uncle, and he enjoys school and his friends, and he has nowhere else to go. 

But the police weren’t having it. They maintained their ideas, somehow getting it into their head that Peter might be involved with drugs or some other stupid thing that Pete would never touch with a twenty-foot pole. 

Thus, they weren’t putting much energy into finding him. 

This led to a royally ticked-off MJ, and an angry MJ is a dangerous one. 

She snarled in her chair, whipping around to face Harry. 

“Harry, we gotta look for him. Maybe if we follow his usual after-school trail home, look for clues, anything unusual?”

Harry took a look at her face, which is pinched and flushed with obvious anger. 

“MJ, the cops already looked there. I don’t know what good we could do, I mean it’s not like we’re trained detectives or anything.”

MJ sighed, brushing her hair out of her face. “I know, Harry, but I just feel so useless, sitting here on this chair while Peter is stuck out who-knows-where with god-knows-who! Like who would even want to take Peter in the first place?”

Harry let her continue to rant, tuning out slightly as he thought over the events of the last few days. 

First off, he was insanely worried and scared for Peter. This is the type of thing that happens to other people, not to you and your best friend! 

Secondly, he was angry. He can tell that the police don’t actually seem to care about Peter’s disappearance and are just writing his disappearance off to avoid extra work. 

Like there are cameras everywhere in this city, surely it wouldn’t be hard for the police to just watch one of them and look for Peter's path and disappearance that day!

Then, suddenly, an idea hit him like a semi-truck. 

“MJ,” he cut in, “I have an idea.”

She stopped talking, looking at him expectantly. 

“Okay, so you know how my dad has a bunch of property all over the city and how we have really good tech and stuff right?”

“Duh Mr. Rich-boy”

He glared at her and she smirked back. 

“Anyways, what if we looked at the video footage from around the city on the day Peter disappeared? Like we know those lazy, donut-stuffing cops didn’t, so what if we did instead?”

MJ’s grin lit up the whole room.

“So instead of sitting around, doing nothing, we could help save Peter ourselves?”

“Exactly! But there’s a slight problem.”

MJ groaned slightly, asking “What is it?”

Harry grimaced, “Well, to do this we’re going to have to access Oscorp’s video feed from around the city, which means that I’ll have to talk to my dad.”

MJ flashed a sympathetic smile. “Just tell him it’s to find Peter. Your dad likes Peter, so maybe that’ll be a motivation to let you help out? Do you want me to be there when you ask him?”

Harry shook his head, “No, he’s been acting more distant than usual lately. I heard him talking on the phone a couple of days ago, apparently, there has been a major development in one of his long-term projects. He’s really busy right now.”

MJ bent down to gather her bookwork, “Well, good luck with that. Call me as soon as you have any developments.”

Harry watched her, and right as she was opening the door to leave, he called after her. 

“MJ, um, do you think Pete’s gonna be okay? I’m really, really worried.”

MJ gave him a soft, sad smile. “I’m worried too, Harry. Actually, I’m terrified. And nobody seems to be doing anything to actually help Peter. That’s why we have to go through with your plan, to help him. But I’m sure, wherever he is, that he’s probably fine. You know him, he’s surprisingly resilient. And he’s probably annoyed his captor half-to-death with science puns already anyways. But we’re gonna find him, and it’ll be okay in the end.”

“Thanks, MJ.” Harry sighed.

She pushed her way out of his room, leaving Harry to steel himself for the coming conversation with his father.


	5. Confrontation, Pain, and Winter

**Notes for the Chapter:**

> Hi y'all! Hope you guys have been safe in the face of Corona, thank you all for the comments and kudos they mean so much to me!!!!!

Harry gulps as the elevator’s doors open to his father’s main office. He rolls his shoulders back, taking semi-confidant strides towards his dad’s massive office doors while whispering to himself “For Pete. You can do this for Pete.” 

The doors swung open silently when he pushed on them, and the noise of sharp keyboard clicks assault Harry’s ears. He takes one last deep breath and opens his mouth to talk to his dad . . .

And was promptly cut off as his dad glanced up, fingers never stopping, and asked, “What do you need?”

Harry shrugged, thinking: Just say it, for Pete! Just say it, just say it!

“Um, is this a bad time? I can leave.”

_Dang it! He’s your dad, you should be able to ask him this! Do it for Peter!_

His dad scoffed slightly, dipping his head back to the computer in a dismissive motion.

Harry stood there awkwardly for a couple of minutes before his dad looked up and realized he hadn’t left.

“Son, do you need something?”

Harry shuffled, looking down at his feet. 

“Actually, I do. I’m not sure if you heard, but Pete, you know, my best friend Peter Parker, went missing a few days ago, and,” Harry scratched the back of his neck nervously, “I was wondering if me and M.J. could use Oscorp’s camera system to try and figure out what happened to him.”

Harry’s dad’s fingers finally stopped typing at the mention of Peter’s disappearance. Norman’s face seemed to soften as he looked at his son. 

“M.J. and I, son.”

“Oh,” said Harry, “Sorry.”

That seemed to be it, and Harry turned, disappointed, towards the door. 

Suddenly his dad spoke, and Harry turned around, filled with careful hope. 

“Yes, I’ve heard about the disappearance, and I’m very sorry to hear about what’s happened. And son, I know how much Peter meant to you, and he was a wonderful influence on you. I will send you a tablet with the security footage from the last month and half.”

With that, Mr. Osborn returned to typing furiously. 

Even though Harry knew his dad wouldn’t hear him, he called out a soft thanks to his father before practically skipping through the door.

He was getting a chance to help find Peter! He had to call M.J. right away.

###### 

Norman clicked play with a flourish, admiring the seamless way his tech team had integrated the time loop into the city’s security footage. 

It now showed nothing out of the ordinary, just the normal hustle-and-bustle of rush hour New York traffic.

The real footage from that day had been buried in code and firewalls so deep it would take Kevin Mitnick himself to find it.

He smiled to himself, happy his son was finally taking the initiative to do something, even if it is futile, and began to file a request for his son’s security tablet.

###### 

M.J. knew that she couldn’t put her entire life on hold just because one of her best friends in the entire world was kidnapped, but she’s finding it hard to do anything else.

Luckily, her teachers are understanding and her parents even more so.

She had started today with the intent of taking her mind off of her problems and finally catching up on all of her missing assignments, but instead she finds herself walking towards the last place she wants to be. 

Peter’s house.

Before she knows it, she’s on the front step, ringing the doorbell. 

It takes less than a second for Aunt May to rip the door open, and her face, which is normally happy to see M.J., falls.

“Oh,” whispers Aunt May. “I thought you were . . . Nevermind. Come in Mary Jane, please come in.”

Mary Jane walks in the door, looking around carefully. The house seems empty, almost ghost-like in its stillness. It’s never like this when Peter’s around. He always has to be doing, inventing, or talking about something. 

Mary Jane suddenly feels sick. She doesn’t know why she came here, and she can’t even imagine what Aunt May and Uncle Ben might be feeling, so she tries to leave. 

“I’m so sorry I came here, I’m not even sure why I did.”

Aunt May turns, grabbing M.J.’s hand. “Please stay. I’ve been so lonely and I need someone to talk to other than,” she chokes back a sob, “just the police.”

Seeing the silent tears streaming down Aunt May’s face, M.J. knows she can’t leave. So she walks over to the couch and sits down, noticing vaguely that all of the family pictures have been turned face down or taken off of the wall.

Aunt May follows her gaze and sighs. 

“We, by that I mean Ben and I, can’t bear to look at these pictures and see Peter.”

M.J. recoils as Aunt May begins to full-on sob, burying her head in her hands. 

“I spend every minute watching the phones, all of them, waiting for a sign, a call, anything! I can’t leave the house, because what if he comes back and I’m not here? I have to be here, I have to find him!”

As Aunt May breaks down into inconsolable sobbing, M.J. shifts awkwardly because watching adults cry is like being told that Santa doesn’t exist all over again. It just doesn’t feel right.

M.J. gathers herself and puts a hand on May’s shoulder to gain her attention.

“Hey, it’s okay Aunt May, it’s okay to cry.”

As M.J. is comforting her, May takes one last shuddering breath and seems to pull herself together.

“Well, here I am dottering on while I have a guest in the house! Would you like anything, M.J.? We have lots and lots of casseroles from friends and neighbors, and I think we have lemonade in the fridge, and I have fresh tea in the kettle.”

“Um, I’m good Aunt May. Thank you though.”

An awkward silence falls over the two of them. 

M.J. fidgets with her phone, gathering her courage. She’s one of Peter’s best friend’s, it’s okay if she asks for an update.

“Um, I just wanted to ask,” she blurts suddenly, before she can chicken out, “have you heard anything? About, you know, Peter?”

For an instant, she’s afraid she just set off another round of tears, but Aunt May just stands and walks to the table and begins pouring tea. Maybe she scared her off? She shouldn’t have asked, she’s so insensitive!

Then, May speaks, sounding almost robotic, “The police aren’t telling us much. They’ve conducted an investigation, and they’ve only hit dead ends. There’s no signs of struggle, no unusual figures at the school, nothing on the tapes. They’ve put an APB out on him, and they have an officer watching the school, looking for anything suspicious, but other than that, there’s nothing to be done,” she sighs, turning back to M.J, “the only thing we have left now are prayers.”

“Oh,” says M.J. softly, head down. “Somehow, I expected more from New York’s finest.”

May barks out a sharp, fake laugh. “So did I.”

As Aunt May turns to serve the tea, M.J. suddenly finds herself fighting back tears. This whole situation, this kidnapping thing, hadn’t really hit home till just now. It’d been kind of like a crazy news article, something to be read, not lived through. And now, hearing that the police, the ones who were supposed to fix this whole situation, have come to a complete stop, it felt like all of the hope had been drained from her body. She felt like a limp balloon, the last vestiges of the strings holding her together finally coming undone. 

Suddenly, she’s sobbing quietly, head in her hands, not unlike Aunt May minutes earlier. She can’t believe it’s only been five days since Peter disappeared because she misses him so much. It's always been them three - Peter, Harry and M.J. - the nerds, the outcasts (even if Harry could be cool if he wanted to be). They were like the three musketeers, only without the cool hats. But now they are broken, and M.J. isn’t sure what’ll take to bring them back together.

As she’s sitting there, hating the world from taking her best friend from her, she feels warm arms wrap around her shoulders, a soft hand on her back. 

It’s May, and she’s crying too, as M.J. can tell from Aunt May’s shuddering breath and trembling hands. 

They sit there for minutes, maybe days, crying together, raging against the injustice of losing what should’ve been.

As they spend their tears, M.J. feels her phone begin to vibrate. Intent on turning it off, she flips it open, only to pause as she sees the caller. 

It’s Harry. 

Taking a deep breath, and trying to swallow the painful lump in her throat, M.J. answers. 

“Hey, Harry.”

_“Hey, M.J. So, just listen, okay? You know how I had that idea about my dad’s security stuff? Well, I asked him about it, and he agreed! Actually agreed! I’m getting access in a couple days, so when I do, you need to come over so we can analyze it together! We can find Peter!”_

Harry sounds so excited about this, M.J. can’t bear to ruin it. So she grins and bears it, saying as happily as possible, “That’s great Harry! Tell me as soon as you get it and I’ll come running to help you.”

Harry tries to say something else, but M.J. can’t handle it so she hangs up, turning the phone off completely. 

When she looks around, she sees Aunt May calmly sipping a cup of tea, dried tear tracks still vibrantly marking her face. 

“Who was that, dear?” Asks Aunt May.

“It was Harry.” She pauses for a second, trying to decide if this new scent of hope is strong enough to give Aunt May. She doesn’t want to hurt May anymore than she already is. 

But Aunt May’s eyes look so hopeful, maybe she heard part of the conversation?

“Um, you know how Harry’s dad owns Oscorp?”

Aunt May smirks a bit as she replies, “Of course I do. I know all of Peter’s friend’s parents.”

“Well, Harry is going to try and use Oscorp’s security systems from around the city to, um,” she shifts, but maintains eye contact with May, refusing to back down, “try and figure out what happened to Peter. To find him.”

May’s eyes widen as she considers this, a new hope blooming within them. 

“If anyone can find Peter, it’s Mr. Osborn. He’s such a nice guy, even if he isn’t the best dad in the world. And he raised such a nice son. I’m so happy he’s trying to help. A man with his resources could help us find Peter much, much faster.”

Agreeing, M.J. takes a sip of her tea, which has cooled considerably. It’s good, a nice, earthy lavender. Soothing, which is just what she needs right now. 

Aunt May is still waxing poetic about Harry’s dad. This new piece of hope seems to have done wonders for her. Hopefully, M.J. wonders as she looks at the time, this hope won’t be crushed as well. 

It’s 6:15.

_Oh no!_

“Aunt May,” M.J. says, scrambling to her feet, “I have to go, um, family dinners and all that! I’ll call your house phone if I find anything with Harry!”

Startled, Aunt May puts her tea cup down and follows M.J. to the door. 

“Please make sure to call!”

“I will, don’t worry!”

M.J. pulls on her gloves and hat, pausing briefly as the cold winter air hits her cheeks. 

Wherever Peter is, she hopes he’s safe from New York’s devastatingly cold winters.

###### 

Of all of the things that have happened to Peter in the time he’s been in this where-ever-he-is-underground-bunker-thing, he hates the cold most. 

At some point, after a bunch of “preliminary tests,” **[Ha, and by tests I mean illegal-under-the-Geneva-Conventions torture. But this demented doctor keeps insisting he is going to “better humanity” with my DNA and what he “learns” about my “powers”]** , the man had moved on to trying to understand what “spider abilities” his spider bite had endowed him with.

**[How do I know this, you might be wondering? Well, simple. THE STUPID OCTOPUS NEVER SHUTS UP!]**

Apparently, the spider that bit him during his field trip was radioactive. And somehow, he survived the bite while simultaneously gaining spider-like abilities. The extent of the gain is unknown, and the aptly-dubbed Dr. Octopus is intent on discovering **[and maybe improving? He hasn’t been to clear on that part]** the full range of Peter’s new abilities. 

And apparently, that includes his resistance to the cold. 

And so Peter lay there, curled in his white box, shivering. 

His teeth, which were once chattering, have slowed to almost a complete stop. He can’t feel his hands, and he lost feeling in his feet almost immediately. 

His breaths, each one farther apart from the last, come out in thick, strained white puffs. 

His eyes are getting too heavy to hold open, and it feels like his brain is on its last legs. 

The only thing he can think is something he learned in health class, about hypothermia. 

_The victim will become sleepier and sleepier, and eventually slip away, not to rest, but death._

The video the class had watched had been rather morbid. 

He’s fighting desperately to stay awake, but his brain hurts, and honestly, nothing sounds better than to just close his eyes and slip away from this hell-hole. So far, in however long he’s been here **[Three days? Maybe less? There’s no concept of time in the Box]** , he’s been sliced open, burned, shocked, probably drugged (he can’t really remember), and now, he’s being frozen to death. 

_Sleepier and sleepier, and eventually slip away, not to rest, but death . . ._

Languidly, he thinks of Aunt May, Uncle Ben. They have to still be looking for him, there’s no way they wouldn’t be. They’d never give up. He can hold on, for them.

Peter feels the temperature drop even more. He can’t feel his legs. 

He tries to pull his body tighter, to conserve what warmth he has left. Nothing happens. 

His eyes flutter shut, once, twice. 

He can’t open them, and the black swarms up, out of the non-existent shadows of the box, and consumes him. 

He doesn’t dream. 

He comes around slowly, blinking heavily against a yellow light. 

He tries to move, but finds he can’t. Being restrained is a feeling he’s quickly getting used to. 

His head and neck can move, however, so he pulls his head up, wearily. It feels like someone has tied rocks to every part of his body, and he just wants to go back to sleep. He’s so, so tired, a bone-crushing exhaustion he’s never felt before. 

It takes three tries to finally raise his head enough to look at his body, and Peter immediately wishes he hadn’t. 

He’s back on the table, and every part of his body has been flayed open. 

He can see raw muscle, parts of bones, and, and, are those his organs!?!?

Like a child waiting for validation after they fall off their bike, his pain requires him seeing his wounds to make itself known.

It’s agony. 

Like dry ice burning along every nerve, every tendon, every synapse and fiber of his being.

He tries to writhe, pulling against his bonds, but movement only makes the pain worse, sending screaming bolts into his brain. 

Peter screams, mouth open wide in abject terror, but nothing comes out. 

The pain is inescapable, and his body moves, trying to escape the boiling, all-consuming hurt that he feels. 

Suddenly, the blinding light is blocked by a greasy, round face.

Peter can see himself, face contorted in pain reflected back at him in shiny goggles, and imagines the doctor’s eyes shining with pleasure at the pain he has caused in his newest experiment. 

“You’ll have to forgive me, SM-1. Your metabolism burns too fast to waste sedatives or pain-killers.”

Peter tries to scream again, to beg the monster to stop, but nothing happens. 

“Ah,” says the man, turning away from Peter’s face to examine his flayed, bleeding body, “Yes. Your vocal cords have been inhibited, a serum of my own design. It will wear off eventually, don’t worry, but your insistence on screaming was getting annoying. I prefer to work in silence.”

Angrily, from among his pain-riddled brain, Peter forms one coherent thought. 

_You never work silently, sh*tbag._

True to form, Dr. Octopus begins to work, narrating his findings to himself. 

Every poke of the scalpel, prick of a needle or brush of a metallic claw sparks a new wave of misery in Peter. 

“Oh, my hypothesis was correct, as predicted. This body is capable of settling into hibernation at temperatures around -5 degrees Celsius, and now produces glycol compounds in the bloodstream. Fascinating.”

At this, Peter watches as a massive hypodermic needle sinks into an organ in his lower abdomen. Pain flares up again, this time so harshly the room turns a fuzzy shade of yellow. 

His stomach lurches, and before Peter knows it, he has his head turned to the side and is vomiting up the remains of the poor excuses for meals he’s been “so graciously given” (Doc’s words, not his). 

He can feel the warm liquid slide down his skin, dripping, burning with every drop. It takes everything in him to not vomit again as the watery vomit mixes with his blood, dripping with loud _plops_ to the floor.

Doctor Octopus recoils, metal limbs clanking. 

“You imbecile! Look what you’ve done to my workspace! Now I have to clean this up, and with your healing factor, I’m probably going to have to redo this phase of the experiment! Fool!”

There’s sharp relief for approximately two seconds as Doc Ock releases the restraints. 

Then, the pain comes back sharper than ever as Ock grabs his leg, dragging him behind as he marches towards where Peter assumes the Box is.  
His agony multiplies as the world turns upside-down, his vision going from yellow-white to grey with angry black splotches. 

There’s a _whoosh_ of an invisible door, and then Peter is whipped through the air, tumbling harshly to the ground of the box. A crack sounds in his ear, and his wrist begins to add to his torment.

It’s still cold, freezing, actually.

He’s on his front, and every time he shudders a breath in, fire erupts across where his skin should be. 

Grunting, he slowly turns himself over, onto his back, where at least his wounds aren’t rubbing against the floor, cradling his wrist to his chest as best he can. 

The effort is too much, and this time, Peter gives in to the non-existent shadows without struggle, slipping into the darkness with a silent scream.

**Notes for the Chapter:**

> So I'm not a doctor whatsoever, so anatomy? biology?? Thank God for google though. 
> 
> I know I've like disappeared lately, but AP tests are almost here and I've been super busy. Also, writers block.
> 
> Please leave comments, they feed my soul. Also anything that would help make me a better writer is appreciated.
> 
> Stay safe out there!


	6. Painting With Blood: Modernists Everywhere Stunned

**Notes for the Chapter:**

> Wow two chapters in just 24 hours? Tbh I'm thriving. Did anyone else take the AP Gov test today? What did you think? I thought it was much easier than I thought it was gonna be.

The brightness of the room hurts his eyes, but it’s nothing compared to the pain in his body. 

Peter wakes up sluggishly, becoming more and more conscious as the temperature begins to rise ever-so-slowly.

He’s lying on his back, arm cradled against his chest. Everything hurts so, so bad, but it’s less painful then it was when he passed out, so Peter takes what blessings he can get. 

Carefully, inches over to the wall, raising himself into a sitting position. 

He keeps his eyes closed the entire time, not wanting to risk seeing his flayed body again and vomiting up whatever he has left in him. 

**[Ha, like there’s anything. Who knows when I last ate?]**

His wrist, however, doesn’t seem to hurt at all. His advanced healing factor, the one Doc Ock is so obsessed with, must have healed it. 

Slowly, Peter peeks open one eye, taking in the damage. 

Huh. It’s not as bad as it was yesterday! Instead of bloody, corded muscles, there's a fresh, light pink layer of skin. It almost looks like the skin underneath when you pull up part of your cuticle. He’s surprised at how much he’s healed. It would take a normal person months, if not years, to grow their skin back after what’s happened to him, but he seems well on his way to almost-healed. He supposes the healing factor has use after all.

Disinterestedly, almost robotically, Peter pokes at his chest, hissing at the pain that erupts at contact. 

**[So, no moving yet?]**

At least the room is warm again. The cold made it seem so much harsher, but now it feels well, warmer, and not just in temperature. 

Peter chuckles at that. It doesn’t make any sense, he hates this room, but it’s warm, and that means everything! Then he realizes something. He chuckled. He made a sound! His vocal cords could work again!

Lifted by the thought of talking, Peter opened his mouth, only to immediately snap it shut. There’s nobody to talk to in the Box, nobody to hear him, nobody to care what he has to say. It’s like being in middle school all over again, at least before he met Harry.

Peter begins to laugh at that, middle school. What a ridiculous stage of life! 

Each hysterical bout of laughter sends pain shooting through his body, but Peter can’t bring himself to care. He also can’t bring himself to stop. The laughter feels good, cathartic, almost a release.

Then he switches from laughing about middle school, because that’s only so funny for a little while, to laughing about his situation. 

It’s perfectly ridiculous. Here he is, just your average science nerd, kidnapped because he has “superpowers” from being bitten by a freakin’ radioactive super spider! A radioactive spider! Isn’t that just the dumbest thing you’ve ever heard of? And the kidnapper is a cyborg-octopus! Oh, this just keeps getting better and better!

The rational part of Peter’s brain manages to whisper that he’s in shock, that he’s just using laughter as a coping mechanism. 

He doesn’t care. The laugher, his shaking, is beginning to rip some of his delicate new skin, blood and pus oozing to the floor. 

Peter laughs at that too. 

On the blank, white canvas of the Box, the red and yellow splotches almost look like a demented piece of modern art. The colors contrast so nicely with the white it sends Peter into another round of hysterics. He’ll call this masterpiece “Skinned by an Octopus,” and once he gets out of here, he’ll make millions. 

His laughing fit turns to coughs as his dry, scratchy throat catches up to him. It’s been ages since he last had water, and suddenly, it’s all he can think about. 

He’s so, so thirsty. He glances around the room wildly, looking for anything that might have water. There’s nothing. 

He scans again, this time noticing a small distortion in the uniform blankness of the Box. 

There, on the other side, is a white cup. It has a straw sticking out of it, and Peter knows it isn’t water but the same white sludge he’s been eating since he got here. According to the doctor, it’s a multivitamin nutrient shake, complete with all the calories and assorted macro-and-micro-nutrients needed to keep him alive. But Peter was pretty sure the Ock was wrong. When Aunt May had been in her slim-fast nutrient-shake phase, he had tried a couple of them, and they all tasted good, like vanilla or chocolate. This one tasted like soggy sawdust, maybe cardboard. He’d never tried either of those, so he wasn’t too sure, but the comparison felt right.

But drinking it will relieve the dryness in his throat. 

Peter gulps, eying the distance between himself and the cup. Just a while ago, the Box had been too small, almost claustrophobic. But now it seemed to stretch on for a million miles, a blank white desert separating him from what he needed to survive. 

Slowly, Peter pushes himself up the wall, trying to stand. He holds an upright position for half a second, taking a small step before collapsing back down. 

His entire body screams out in pain, and his vision wavers, flickering between black and the white of the room. 

The cup taunts him, glistening ever so slightly under the harsh LEDs. 

Peter grits his teeth, whispering to himself, “Okay, if walking won’t work, I can just crawl. I can do this.”

He repeats his mantra to himself as he crawls towards the cup, biting his lip to keep from screaming as he edges closer. 

More of his skin rips, and blood drips down his arms as he finally grabs the cup, collapsing in agony.

The liquid is cool, if not chunky, and soothes his throat immediately. He gulps it down as fast as he can, not even pausing when blood drips from his hands into the liquid, creating a nice shade of pink. He stares at the color in awe. It’s so sharply different from all the colors he’s seen in this horrible place. It’s a shade Aunt May would wear . . . No.

He rips his brain away from that train of thought. He can’t afford to cry again, he can’t afford to lose any water. 

That doesn’t stop his brain from trying, conjuring up memories of Aunt May in a pink Christmas sweater, trying her best to pull an eight-year-old Peter into a matching blue one with pink accents. 

_He’s laughing, jumping on the bed, just out of May’s reach, calling, “No, you can’t make me wear that! Pink is a girl’s color!”_

_Aunt May smiled at him, jumping on the bed herself. “Oh yeah? Well, can a girl do this?”_

_She snatched him out of the air, pinned him down and started tickling him mercilessly._

_“No, no Aunt May!” Peter choked between breathless laughter, “Stop it!”_

Aunt May threw her head back and joined Peter in laughter, pulling him into a hug.

_“Merry Christmas Eve, Peter.”_

Peter felt tears roll down his face as he finished the last of the goop. If they don’t find him soon, he’s going to miss Christmas. 

He missed his family so much, his friends too. He didn’t know if he would ever see them again, but he has faith that wherever they are, whatever they’re doing, they’re looking for him. They’ll never give up, so neither will he. He won’t let what Ock make him a soldier, something he overheard when Doc Ock had to pause an experiment to pick up the phone. 

Apparently, the mad doctor isn’t the one pulling the strings. He’s taking orders from someone, someone powerful enough to control Ock’s madness. And that in itself shakes Peter to the bone.

And apparently this mysterious benefactor is allowing Otto **[What a dumb real name, am I right or am I right?]** to experiment on Peter in exchange for Otto making Peter in the “perfect soldier” or something like that. 

But Peter won’t let that happen. If there's one thing he’s good at, it’s being stubborn. So he’ll hold out, staying sane and annoying the doctor until he’s found.  
Nodding with resolve to his new goal, Peter suddenly feels very, very tired. He looks at the cup in his hand, whispering, “Oh. Probably drugged,” as his eyes slip closed. 

When Peter woke up, he wasn’t in the white room anymore. Instead, he’s in what appears to be a giant, glass tube, suspended by thick coils of metal that look suspiciously like Doctor Octopus’ metal legs. 

He looks around the space, searching for anything that could give him an advantage. There’s nothing, and he’s stuck, suspended maybe four feet from the ground. 

Then, out from behind a large computer display, comes Doctor Octopus himself. 

Peter resists the now-instinctive urge to flinch, instead choosing to call out “Hey ugly, don’t step into the light. My poor eyes can’t take that damage.”

Mentally, he high-fives himself. The quip isn’t stellar, but for the amount of pain his body is in, he counts it as a win. 

Otto, blatantly ignoring his words, **[Where can you find respectable mad scientists these days? The disrespect is getting out-of-hand!]** , steps into the light, and Peter imagines his beady eyes furrowing in anger under those nasty goggles of his. 

“Hmmm, it appears the vocal cord inhibitor wore off much faster than anticipated. I’ll have to readjust the formula, possibly increase the dosage . . .”

The doctor turns to the display, two of his snake-like appendages snaking up to input something into the computer. 

He types for a minute, and with each click, the buzzing in the back of Peter’s head grows. 

“Um, what are you doing? You know it’s not nice to leave a guest unattended.”

Otto’s arms pause for half a second, blades tightening, and then resume their frantic typing.

 _Well, that’s not good_ , Peter thought. _A Doc Ock not willing to combat my “rudeness” is a Doc Ock on a mission._

The tingling in Peter’s brain got stronger, dancing across his synapses like a Russian ballerina, as the octopus stepped away from the computer, turning to face Peter as he clanked up to what appeared to be a control module. 

The glinting buttons and levers looked like hungry faces, each one glaring at Peter with a sharp intensity Peter had only ever seen before during that one time he humiliated Flash verbally in front of some cheerleaders. 

He gulped, feeling a bead of sweat burn its way down his back. 

“This experiment is designed to enhance your powers, SM-1. The spider you were bitten by contained an unfortunately small amount of radiation, and the full synthesizing process, at least theoretically, requires prolonged exposure. Within the tube, you will be exposed to, and inhale, radioactive aerosol particles. The wounds in your skin will only enhance the process.”

Peter blinked, not really understanding, as this new information sunk in. 

“Wait, radioactive particles? There’s no way you can ensure I’ll live!” Peter yelled hoarsely as he thrashed weakly in his bonds, terrified. 

The doctor took no heed of his words, instead busying himself with the controls. 

Peter craned his neck down as a hissing sound filled the room below him, and watched, terrified, as a thin stream of white gas began to emerge, curling up towards his toes. 

He looked up, panicked, to see Octavius smiling as he pulled a final lever. 

The grating sound of unoiled machinery filled the room and Peter screamed as walls began to descend around the tube. They, of course, were painted white. 

As the gas hit Peter’s chest, he angled his head up and took a deep breath. He was determined to try and inhale as little of the gas as possible. 

As he held his breath, the tube went dark as the walls touched the floor. The only light was a small, blinking, and green LED at the top of the tube. Peter kept his eyes fixed on that as he struggled to hold his breath. 

His chest felt like it was exploding, his lungs made of the sun itself. He could feel his face turning blue, and he fought against every instinct he had to take a breath. He fought so hard, trying to focus on anything but his desperate need for air. 

He felt the gas curl around him. It almost felt alive, the way the warm, moist air slipped by him, covering his face, his arms, his nose. 

He couldn’t hold it anymore. He gasped, desperately inhaling, feeling the gas pull itself down into his throat, into his lungs. He tried to hold his breath again, but he couldn’t, instead finding himself sucking air, his body running on pure instinct. 

The air was getting hot, so hot. He was dripping sweat, and Peter could swear he could hear it hiss into evaporation each time it hit the metal grate at the floor. 

The light above him was becoming muddled by the gas, disappearing more and more each second. Peter could feel the walls closing in on him, and he yelled, a meaningless sound, in frustration. 

As the temperature increased, Peter identified the hard feeling in his stomach. It was terror. Pure, unadulterated fear, unlike anything he had ever experienced before. He knows what radiation poisoning does, he’s read the stories from Hiroshima, from Russia. If he survives this, and that’s a massive if, he’s going to be ridiculously sick, so sick that he’ll probably die anyway. 

The heat is making it hard to think. The moist air is getting hotter as well, scalding his throat and settling low in his lungs. It feels like the oxygen in the tube is gone as Peter begins to struggle for air, breathing in gas that doesn’t help him at all. 

His vision begins to go blurry as he struggles to breathe, and he’s on the verge of passing out when a sharp whirr sounds from above him. 

Immediately, the temperature begins to cool and the gas is sucked upwards through a tube, allowing Peter to breathe in wonderfully cool air. He breathes deeply for a second, opening his eyes in wonder as a line of light opens below him and begins to grow, as if by magic. 

The cruel cement walls are lifting and Peter has never been happier to see the disgusting face of Otto Octavious, peering at him in apparent disappointment. 

“Well, it appears that this experiment’s ramifications might take some digging to expose. Your vitals did change, SM-1, so the gas very clearly did something, but what it did, I’m not quite sure.” Otto’s scowling face morphed into a cruel smile, his sickly teeth glinting green in the light, “But don’t worry, I’ll be sure to leave no stone unturned in discovering your new powers.”

Peter shivered, choking out, “Uh, no thanks! If you’d be so kind as to show me to the nearest hospital, I’ll save you all the trouble!”

“Always so full of jokes you are. Well, we’ll see how long that lasts. It’ll be another experiment of mine. How long can Spider-Man 1 continue to keep his cheerful demeanor under the most intense pressure and experiments? I hypothesize a month.”

Peter swallowed. The man didn’t seem to be joking. In a fit of rebellion, he rolled his eyes and said, “I don’t plan on being here that long. My friends and family will find me. My best friend, Harry Osborn, will get his dad to look for me, you know, Norman Osborn? One of the richest men in the city, also a security contractor? Yeah, they’re gonna find me, just you watch. And then you’ll be in jail . . .” He had to stop here, his throat raw from the boiling gas he had been subjected to. 

Meanwhile, Otto didn’t look as nearly as intimidated as he’d hoped. Instead, he was laughing, a small smile on his face, like he was part of some cruel inside joke. 

“Is that what you think? Well, boy, prepare to be sorely disappointed. In fact, for your continued resistance, I think I’m going to allow you to hang up there for a bit, think on your mistakes.”

As Otto clanked away, Peter squirimed, trying to get out of his bonds. His arms were beginning to fall asleep as he dangled there, arms outstretched, and his shoulders were aching. It was uncomfortable, sure, but bearable just because he could see where he was. There are colors other than white. Sure, they aren’t nice colors, but they were there, and that makes all the difference. 

He looked around, drinking the space in when suddenly, Otto was back. He smirked wickedly, one long arm hovering over the control panel. 

“Almost forgot this,” he said, pulling a lever. 

The machinery groaned as the walls descended again. With each passing inch of darkness, Peter began to panic more and more, thrashing against his bonds, screaming apologies, begging to be able to see. 

Then, it became much, much worse when the lights flickered on. The tube was now completely white, any other color obscured by white sheets of thin metal that shot out of the sides.

Peter froze, gasping. He thought he would be free of the white for a bit, just a little while, but again, Otto came in clutch with a new form of torture. 

He refused to cry anymore, to scream, to show weakness. So he steeled himself, taking a deep breath in and closing his eyes to the blinding color. And he waited, grounding himself in the pain in his shoulders. _I can do this_ , he thought, making it his mantra. _I can do this, I can do this, I can do this._

And so he hung, floating in the white abyss, pain lancing across his body.

**Notes for the Chapter:**

> Guys while writing this I have had to research a r i d i c u l o u s amount of spider facts. Like did you know spiders produce their own antifreeze? Some spiders only steal food! There's also another type of spider that lives in the desert that does handsprings down sand dunes. It's hard to incorporate all of these interesting spider facts into where I want this to go, but I'm trying!


	7. Teamwork is Hard

**Notes for the Chapter:**

> **Guys I added chapter titles! Tell me if one doesn't make sense or doesn't feel right and I'll change it.**

Luke grunted as a man rammed a fist into his back. He’d been so focused on watching the dude in front of him he’d forgotten to check his six. Luckily, his invulnerability made pain almost foreign to him, meaning that he could focus on taking down the man in front of him even if the guy behind him didn’t stop whaling on him. 

But just because it didn’t hurt didn’t make it any less annoying.

“Yo, Nova! Get this creep off my back!”

The human rocket turned from where he was helping White Tiger by blasting a separate group of men, the ones guarding the bomb, to blast the dude attacking Luke. 

_It’s about time_ , he thought to himself, finally knocking the brute in front of him down for good. 

He turned to find another guy to take down and found Iron Fist surrounded by four goons, each with a shiny new gun. He clenched his fists and took off at the group, plowing through the first one as Danny finally found his Chi, his fist igniting. 

They made quick work of the goons and turned back to help White Tiger secure the main objective, the bomb. She was on the ground, pinned by the most massive goon yet, and Nova was buzzing around them, blasting the man furiously, to no avail. Luke made it less than two steps towards them before there a high-pitched whining sound echoed across the battlefield, and the bomb exploded in a blinding flash of light.

Luke sighed, coming to a stop with his hands on his knees. This is the third bomb-stopping training exercise his team has failed today. 

Across the room, the LMDs powered down, forms flickering from angry thugs dressed in black back to shiny silver robots. White Tiger jumped to her feet, hissing in frustration as she whipped around to face Nova, yelling, “Where were you! I was this close to the bomb, and you disappeared! You were supposed to be helping me clear the way!”

Nova landed in front of her, scoffing. “Yeah well, Luke needed my help! I couldn’t just leave him hanging!”

White Tiger growled, her fists clenching. “That wasn’t the plan, _Nova_. Luke and Danny were supposed to be doing crowd control with the goons, keeping them off of our backs so that we could handle the real threat, the bomb. How are we ever going to be real heroes if you guys can’t follow simple orders?”

She turned sharply, stalking off to sulk somewhere less aggravating. Luke could almost imagine a tail lashing angrily between her legs as she slunk away. 

Sam scoffed at her as she walked away, pulling his helmet off and rolling his eyes. “Man, it looks like someone might need some catnip.”

Luke sighed but had to suppress a chuckle. “Ava has a point dude. We keep failing the bomb test. What if someday, when we’re real superheroes, we can’t stop a bomb and a bunch of people die or something? The Avengers control bomb threats all the time.”

“Yeah, well, I don’t care. I won’t be stopping bomb threats when I’m a hero. I’ll be doing cool things, like saving the galaxy or stopping Doctor Doom.”

Luke rolled his eyes this time. “Yeah, keep telling yourself that.”

At some point, Danny had used his mad ninja skills to sidle right up to Luke, and as he turned, he started, crying out, “You have got to stop doing that man! I swear, one of these days I’m gonna tie a bell around your neck.”

“Apologies, friend,” Danny said, placing one fist in his open palm. Danny turned back to Sam, saying, “I believe that Luke is correct. To be great, one must master the basics first. On my journey to becoming the Iron Fist, I had to first master the simple pose of padmasana before any real training could begin.”

Sam harrumphed, crossing his arms over his chest, about to say something when he was interrupted by the dramatic entrance of one SHIELD agent, Phil Coulson. 

Luke immediately straightened his back, hoping to be let off easy, but from the glare Agent Coulson was giving the team, he was sure that there’d be no such luck. 

Coulson took three steps into the room, and a sheepish Ava ducked in behind him, coming over to stand with the rest of the team. 

“Take your masks off and look me in the eyes,” snapped Coulson, glaring. 

Luke pulled his eyeglasses off quickly, clasping them in his hands behind his back. Looking into Coulson’s eyes was like looking into the heart of the sun. They burned with something, not necessarily anger, but something powerful and ever-so-slightly terrifying. 

“You four have been a mess these past few weeks. Skipping out on training, in-fighting, being overly dramatic. And now, I walk in to look at how the bomb defusal training has been progressing, and you have failed three attempts. Three! And then I walk in here and hear you grandstanding about being a hero that only concerns itself with, to quote, ‘saving the galaxy and stopping Doctor Doom!”

Coulson paused, taking a deep breath. “And that’s not all. Your teamwork has been abysmal, you can barely follow orders, no less a plan of attack. If you all want to be a team, a superhero team, you need to work together. You need to trust each other with your lives, you need to know what each other is thinking before the other person even knows they’re thinking it. And so far, I have seen none of that from you all, just grandstanding, one-upping each other at every turn, and complete and utter disregard to each other’s safety.”

Luke shuffled in place, angry at how much of this was striking true. From a quick glance at the rest of the team, he could tell that they felt the same. 

“Now,” said Coulson, “I want you each to run the simulation individually. The others are going to watch. Hopefully, it’ll teach you a lesson. Nova, you’ll go first.”

Nova shrugged, giving the rest of the team a baleful glare. “I’ll do this myself and I’ll do it faster than I could with a team. Prepare to be amazed.”

While Nova flew to the starting point of the simulation, the rest of the team filed out after Coulson, standing in front of the massive one-way window. 

Coulson went to the control desk and flipped a few switches before turning up a dial. Luke grimaced to himself. Whatever Agent Coulson was doing, it couldn’t be good for Sam, or any of them for that matter. 

Luke watched carefully as Sam hovered over the starting point, swinging his arms loosely and stretching a bit. Out of the corner of his eye, he saw Coulson hit the button that initiated the simulation and turned to watch as the room below him shifted, forming the busy streets of New York City, except for the fact that they are empty. There are no people, no cars, not even a rat in the alleyways. 

Sam flew up a bit higher, over the simulated buildings, trying to find an enemy to fight. He flew this way and that, not finding anything.

But Luke, Ava, and Danny could see a team of LMDs burst to life, quickly turning into a group of darkly-suited men with large guns, what appears to be grappling hooks, and other assorted weaponry. 

Nova still doesn’t see the group, who are behind a stairwell structure on top of a roof. Luke grimaces, realizing that at the speed and angle Nova’s flying, he won’t be able to see the men until he passes them, and even then, he won’t be able to turn around in time to attack before the group gets a few good shots off. 

From the sharp gasp from Ava, he knows the rest of the team has realized it as well. 

Nova darts across the rooftop, passing the men. They can tell that he saw them from the way he tries frantically to flip around, but he’s a second too late. The man with the biggest gun fires, and it’s not a bullet or laser, but a bola. The bola flies through the air, wrapping around Nova’s legs, and Nova is jerked to a stop as the rope attached to the bola snaps taut. Nova turns up the power, trying to pull free, but is ever-so-slowly being dragged back down, towards the men. 

After a few strained seconds of pulling, Nova decides the effort is fruitless and flips around to fire off a few blasts at the men. 

For a second, Luke is sure Nova will break free. But then the LMDs click buttons on their wrists, and a hazy shield forms around them, causing the shots Nova sent to bounce off harmlessly. 

Luke can read the panic in Nova’s body language easily. He’s squirming around now, trying to break free of the rope, but it holds strong. 

From beside him, he can hear Ava whisper “Turn around, dummy, and fly straight at them!”

Unfortunately, Sam can’t hear Ava’s wise words and is pulled down to the rooftop with the group. There’s a brief struggle, Nova manages to knock one LMD off the rooftop, but the fight ends relatively quickly.

Nova is on the ground, helmet knocked off, with five long black gun-shafts pointed at his head, chest, stomach, groin, and leg respectively. 

Coulson’s voice crackles to life over the training room intercom.

“Not so hot now, are you, hotshot? Get up and get out, Ava’s going next.”

Sam sulked to the door, not meeting anyone’s eyes. Luke resisted the urge to tease him, as he had a feeling it wouldn’t be good for anyone. It was really hard to resist though, so he couldn’t help but shoot Sam a minuscule smirk. Honestly, it served the cocky boy right to be taken down a few levels. 

Ava brushed past the rest of them, the determination clear in her face as she pulled on the mask. 

Luke could almost hear what she was thinking, and knew it was something along the lines of: “I’ll show these idiots who’s boss” or “I’m going to crush this challenge.”

Thankfully, neither she nor Sam said anything to each other as they passed. That could have created an explosion so messy not even Damage Control could clean it up. 

Ava strode to the starting point, and less than a second later, the New York City-scape changed, morphing in what appeared to be Central Park during the summertime. 

Ava tensed, moving slowly from her starting point, using all her senses to try and locate what she had to fight. During Nova’s turn, it had taken a second for the enemy to appear, but she didn’t want to be caught unawares. 

Luke scanned the park, looking for anything out of place. There appeared to be nothing, and Sam picked up on that too, saying, “What’s she gonna have to fight, squirrels?”

Silently, Danny pointed, directing their eyes to a group of LMDs in camouflage, blending into the bushes. There appear to be six of them, and they split off in groups, one pair circling around to behind Tiger, another pair waiting in front of her and the other two men circling around to the left and right respectively. 

The LMDs are practically invisible in the undergrowth, slinking along with more grace than even White Tiger normally possesses. They’re so hard to spot, Luke has to ask Danny how he saw them. 

Danny just gives a small, knowing smile and whispers “Years of training.” 

Sam, obviously overhearing, interjects with his own whisper. “That’s crazy cool man. You have to teach me how to do that!”

Danny’s about to reply when Agent Coulson shoots them an angry look, shushing them and saying “Pay attention.”

Luke looks back down at the simulation room, watching in horror as Tiger is ambushed, quickly surrounded. 

She dodges the first net the group throws at her, launching up and into a tree where she quickly comes down on the man on the right, knocking him down. She throws herself into a flip, evading the lasers the other men shoot at her, dancing along the edge until she meets the two at the back. She knocks out one man and turns to attack the other, but a net from the group behind her snaps closed. She thrashes, claws ripping through the net to find the other four men holding her at gunpoint. 

Luke can almost hear her angry snarl as she raises her hands in surrender. 

The LMDs power down and Tiger rips the rest of the netting off so that she can walk to the exit. She holds herself proudly, even though she didn’t beat the mission, because at least she took out two men while the grandstanding space cadet only took out one. 

When she gets back, she pulls off her mask and goes to ask Coulson the point of this stupid assignment, but he holds up a hand to shush her, instead telling Luke to go next. 

Luke gulps but rolls his shoulders. He’s determined to do well on this exam, to prove that he has what it takes to be a hero. He’s not quite sure what Agent Coulson is looking for, but he knows that he can beat six puny men. After all, he’s invulnerable for a reason. 

All he has to do is play it smart and not get ambushed. It should be a piece of cake. 

As he strides towards the starting point, he wipes his glasses off on his suit, then puts them in place. He loves the way his dark lenses make him feel, almost like a secret agent on a mission. 

He stops on the mark, giving a sharp nod to Coulson to indicate he’s ready. 

Quickly, and in a bit of a disorientating way, the room shifts from the lush greenness of Central Park in the summertime to the suburban streets of Queens, nicely gardened houses and middle-income cars lining both sides of the road. 

The cold is no bother to Luke, who can’t really feel temperature except for extremes, but the whipping wind and thick snowfall obscure his vision drastically. He squints into the wind, trying to find whoever it is he’s supposed to be fighting. 

He shuffles forwards, being sure to check every side yard and corner for signs of his enemy. There’s none. 

He turns to where he knows the viewing room is and shrugs, gesturing to the empty street. 

It’s odd that nobody has showed up yet, but Luke isn’t one to discount his blessings. In fact, so far, this has been one of the easiest assignments yet.

As he searches for whoever it is he’s supposed to fight, he suddenly hears a low buzzing sound behind him. Then, half a second later, Luke finds himself launched into the air, slamming into a nicely-painted suburban door. 

He grunts, picking himself up, and scans for somebody to hit. There’s nobody, so he walks around the side of the house, searching. 

Then the buzzing noise sounds again, this time from Luke’s left, and he steps aside, dodging a man, dressed in dark winter tactical gear, who happens to be using a jetpack. 

Panicked, Luke looks up and spots five more men, all in jetpacks, all taking aim with unusually large weapons. 

He rolls to the left, narrowly avoiding five blasts of some sort of energy, and takes off towards the street, where the cars are. If he can make it there, he can use the cars as projectiles and knock the LMDs out of the sky. 

As he dodges yet another blast, he finds himself missing Nova, who could make quick work of these idiots. And he knows that Danny wouldn’t have let him get ambushed in the first place, and that White Tiger is agile enough that she would be taking their fire, allowing him to get to what he needed to help take down the goons. 

_Ugh_ , he realizes as he dodges what appears to be a bola, _this is the lesson Agent Coulson wants us to learn._

He finally makes it to the cars and wraps his hand around the fender, launching it at the jet-packed goons. They, unfortunately, dodge, moving like a school of fish around a shark. 

He grabs another car and launches it a bit to the side, and happens to clip the biggest goon’s jetpack, causing the thug to lose control and spiral up, shooting off into the sky, never to be seen again. 

The LMDs pause for half a second, probably to recalibrate to a five-man strike pattern, and Luke wastes no time in grabbing a manhole cover and flinging it at the nearest guy. It strikes true, and the LMD falls to the ground. 

Unfortunately, it stands back up, and the rest of the LMDs converge above it, aiming at him. There’s no way for him to escape, no cover he can get to before they fire, and he knows that if he’s hit, he’s out. 

So he surrenders, raising his hands and turning to glare at the viewing room. 

There’s the distinctive sound of LMDs powering down behind him, and he walks back to the newly opened door, head hanging. 

As he enters, Danny offers him a small smile as he passes, mask already on. 

The rest of the team, Sam included, knows that Danny stands the best chance out of all of them. He’s been trained to fight as Iron Fist since childhood, and that training involves group combat, ambushes, and many, many other useful things. 

The simulation room fires up once more, turning into a New York City alleyway system at night. The blinking, fluorescent lights hurt Luke’s vision, which had become accustomed to the low light levels of his own simulation. 

Danny turns carefully, analyzing the corners of the room for half a second before dropping into a sweeping low kick, turning behind him. Out of the shadows, six ninja-like figures materialized, each wielding a long, dangerous bo-staff. 

With a high-pitched “ki-yah,” Danny launches himself at the first ninja, ducking the bowstaff and giving a high kick to the center of its chest. It flies backward, hitting the ninja behind it, and both crumple to the floor. 

The rest of the ninjas drop into a ready position and move as one, converging on Iron Fist. He holds his own for a bit, and with the glow of his fist, cracks through one bo-staff after another. Soon, the ninjas are disarmed and the combatants are relegated to hand-to-hand combat. 

Danny blocks one ninja with one fist, swinging around to kick another in the face. He holds combat longer than anybody else, managing to down one last ninja before the others pin him down, nunchucks around his throat. 

Luke’s fists clench. He could have stopped that last punch, had he been down there. 

Danny raises his hands carefully, and the LMDs power down, reverting to their normal state, and he stands, gingerly rubbing his throat. He begins to walk back, but Coulson’s voice comes alive over the intercom once again, saying “No, stay there, Rand. We’re coming to you.”

In the room, Luke stands, following Coulson and the others out.

He lines up with the rest of the team, and Coulson takes his place in front of them, looking at them all with a sharp, keen eye. 

“What did you learn during that exercise?”

Luke is about to speak, to tell Coulson about the lesson he learned when he’s interrupted by Ava.

“What I learned, sir,” Ava’s always been one for formalities, “is that we need to improve our combat skills drastically, not to mention our spatial awareness.”

Coulson looked at her for a second, deliberating. 

“While that is a good thing to learn, it isn’t the lesson I was trying to teach you. Someone else, try again.”

Luke steps forwards slightly, to ensure that he’s listened to, and says, “I learned that I need teammates. When I was fighting those guys, all I could think about is how helpful it would’ve been to have a flyer guarding my rear, or someone with extra awareness keeping me safe, or someone fast enough to draw fire while I launched cars at them.”

Coulson smiles at him, nodding. “That. That right there is the lesson I wanted you to learn. Every hero needs a team. How do you think the Avengers got so powerful? By grandstanding and doing everything alone? No, they help each other, support each other. That’s how great heroes survive and save the world.”

Sam huffs. 

“Do you have something to say, Alexander?” Asks Coulson, already fed up. 

“Um, yeah. Before Captain America was part of the Avengers, he was a solo hero during World War Two. So I think I’d be just fine being a solo hero.”

Coulson stiffened, and Luke groaned. Sam had to go there, he just had to. Now that he had Agent Coulson talking about Captain America, they’d be lucky to leave here before daybreak tomorrow. The man has a serious obsession. 

“Actually, Alexander,” Coulson was full-on grinning now, “Captain America was not a solo hero during WWII. He had a strong support group, including Peggy Carter and Howard Stark, but that’s not all. During his missions he was part of an amazing team, the Howling Commandos, which consisted of Dum Dum Dugan, Gabe Jones, Jim Morita, Montgomery Falsworth, Jacques Dernier, and last, but definitely not least, Bucky Barnes, who was Captain America’s best friend. The Howling Commandos trusted each other with their lives and completed many, many successful missions together, taking out dozens of Hydra bases across Europe. They were bold, courageous, intelligent and -”

Nova cut him off, already bored. “Yeah, yeah, we get it. Teams are important, whoop-dee-freakin-doo.”

Coulson stuttered to a stop, glaring at Sam. “Well, since you feel that way, you all can stay here and run the bomb defusal simulation until you get it right. I’ll be watching, so make sure and practice good teamsmanship.”

And with that, Coulson turned on a perfectly polished heel and marched off to the control room. 

When he was alone, and the teens couldn’t see him, he collapsed into a chair, pinching the bridge of his nose. 

“Supernanny never made this seem so hard,” he whispered to himself, gearing up the simulation. 

Meanwhile the team stood in the center of the room, unable to make eye contact with one another. 

Luke sighed, he hates awkward silence. Unawkward, comfortable silence is one of his favorite things in the world, but uncomfortable silence just grinds his gears. 

Trying to break the tension, he says, “I’m sorry,” only to hear every other teen say the exact same thing. 

They look around, embarrassed, before Sam says, “Yeah, but I’m more sorry than all of you. I’m supposed to lead this team,” at this, Luke feels Ava bristle, at least until Danny puts a calming hand on her shoulder, ‘but I’ve been bad. I’ve been selfish and rude, and I’m sorry. I’ll try to be better.”

Luke smiles, glad that Sam is willing to own up to his mistakes. 

“Dude, we’re all going to try and be better, to be a team, not just a group forced to fight together.”

Danny smiles and says mysteriously, like always, “Coming together is the beginning, staying together is the fight.”

Ava sighs. “Well, I guess we can work together. But you guys have to promise me you’ll try a little harder? It drives me crazy when you guys slack off.”

Sam recoils, growling, “Slack off? We literally can’t slack off here! We are always training! You’re just a crazy task-master!”

Ava hisses back “Well, then why can’t you name any S.H.I.E.L.D tactical maneuvers or responses?”

“I don’t know, maybe because I have a life outside of studying?”

Ava growled, crouching down into an attack position, and Sam powered up, glowing angrily.

“Whoa, whoa, calm down!” Cried Luke, quickly stepping between them. “We were having a bonding moment and then you two fools ruined it because both of you are too scared to admit your faults! Just get over it and do your best to get along, please!”

Looking ashamed, both of them relaxed. 

“Sorry,” spat Ava, obviously not sorry at all. Sam rolled his eyes at her, saying, “Well, if you're gonna apologize like that, I’m not going to accept.”

Luke glowered, crossing his arms dangerously over his chest. 

This time, Ava’s apology was much more real, and Sam wasn’t tempted to be rude because one look at Luke’s angry face, with Danny watching carefully behind him, told him that it would be a bad idea to make such a mistake again.

Luke relaxed his stance as the tension in the room diffused, which meant that they could finally get something done right during this next simulation. Hopefully, at least. 

The system powered up. The team was standing across from twelve LMDs, each designed to look like an enemy soldier. 

Behind the soldiers was the bomb, set to explode in five minutes. 

Luke crouched down, waiting for orders as eight of the men rushed forwards at them. 

Nova, thinking quick, called out, “Same plan as last time, guys, but this time, let’s actually stick to it!”

Like could feel Iron Fist’s reassuring presence at his six as he rushed to intercept the oncoming men. Vaguely, he was aware of Nova and White Tiger zipping away towards the group guarding the bomb, but he kept his focus on his mission: to ensure that these goons didn’t prevent the others from disarming the weapon. 

He slammed into the men, fists knocking down two of them with ease as the other two backed up, hitting him with energy blasts. The blasts might hurt someone like Danny, but to him, they were no more annoying than an old mosquito bite. He covered Danny from the side, ensuring that the ones with blasters couldn’t hit him as Danny karate-chopped his way through the three guys on his side. Luke rushed forwards at the other two, swinging wildly and managing a hit on the LMDs side, causing it to stumble right into Danny’s waiting kick.

Out of the corner of Luke’s eye, he saw the last LMD that had come forward turn around, intent on attacking Tiger from behind.

In anger, he smashed the LMD in front of him and called out to Iron Fist.

“Do you see it?”

“I do!”

“Then get ready!”

Danny didn’t even have the time to ask what he was getting ready for before Luke grabbed him, lifted him up and chucked him at the back-stabbing LMD.

Danny, to his credit, didn’t scream but instead ignited his fist, punching the LMD with a sharp screech of “Hiiiiiii-yaaaah!,” before coming to a graceful stop after a coordinated roll.

Meanwhile, White Tiger slipped past the last guard, with Nova providing an excellent distraction, and entered the correct keycode into the bomb. 

The second the keycode entered, the remaining three LMDs powered down, and the bomb released a pleasant chime. 

Coulson's voice crackled over the intercom.

“Now that’s what I’m talking about. Good teamwork ensures victory. Nice work throwing Rand, Cage. I like the initiative. You are all dismissed, get some rest.”

Luke ran a hand over his face, finally realizing just how exhausted he really was. He had been training for hours now, and that was just physically. This morning, they had studied the bombs they were supposed to be disarming, and bombs are really, really confusing. 

He smiled at his team, high-fiving Nova on his way out. White Tiger ignored him, and when Danny passed, he held his hand out for a fist bump. 

Fist didn’t move, he just stared at Luke’s hand blankly.  
“Dude, it’s a fist bump. You touch your fist to mine, it means like, I don’t know, good job or something.”

Danny stared for half a second and then lightly tapped his fist against Luke’s. 

“I have never learned about the ‘fist bump’ before. It was not part of my training in Kun Lun.”

Luke rolled his eyes and slung his arm around Danny. 

“Well, if you don’t know what a fist bump is, do you know what video games are? I’m gonna teach you how to be a real teenager during the 21st century.”

Danny stiffened under the arm, but relaxed quickly, smiling up at Luke. “I think I would like that.”

As they walked out together, Luke smiled at how far he’d come. When he’d arrived at the Helicarrier to begin his hero training, just a month and a half ago, the other teens had been stand-offish and rude. 

It felt that at every second, they were each trying to prove that they were better, faster, stronger, and smarter than the kid next to them. There was no friendship, just angry glares (from everyone except Danny, that is, who prefer not to look at them and instead to meditate, which was rude within itself). 

But now, after today, it felt as if the initial chains of anger and jealousy were finally starting to fade. There was now the potential for friendship, and that excited Luke, who had felt himself growing lonelier and lonelier as time ticked on. 

When Luke and Danny arrived at the bunks, Sam was already asleep, curled up in a little ball against the wall of his bunk.

Ava was nowhere to be seen, which meant she was either trying to find a place to study or was in the showers.

Luke steered Danny towards the massive flat-screen on the opposite side of the room, the one that was barely used. They had practically no downtime, and nobody wanted to try and force the group to decide on a single movie to watch, so the T.V. sat unused, with a new, shiny Wii glistening beneath it. Only Sam had used it before, right up until Danny asked him to stop because he needed a violence-clear space to meditate in. That particular argument had almost come to blows before Fury intervened by cutting the power in their room and ordering them to sleep. 

Luke powered up the Wii, tossing a controller to Danny, who caught it deftly. He looked through the surprisingly large selection of games, smirking slightly when he saw Super Smash Bros, the perfect game to introduce Danny into the wonders of the modern world. 

He made sure to turn the volume down until it was just barely audible, not wanting to wake Sam. 

After explaining the mechanics of the game to Danny, who was a bit confused but determined to learn, he started the game. 

Luke picked Ridley, the giant purple dragon-man thing. He’s not sure exactly what it's supposed to be, but it looks powerful, and Luke really, really wants to win. Danny deliberates over the characters much longer than Luke, looking at each of them very carefully. 

Luke lets him take his time, scared of ruining this newly forged thread of maybe-friendship between them. 

Danny settles, somewhat unsurprisingly, on Link.

Luke starts the game, intent on going somewhat easy on Danny, as it’s his first time, but about ten seconds into the game, he realizes he’s going to have to start trying. 

And try he does, hitting every combo he knows. But he can’t manage to knock Danny’s character off the screen. 

For someone so seemingly out of touch with the modern world, Danny picked up the controls insanely fast, grabbing every power-up seconds before Luke could, strategically knocking Ridley onto platforms seconds before they disappeared and always managing to move out of the way seconds before Luke could use his projectile flamethrower breath.

Luke was growing frustrated, Danny was winning by an almost cruel amount now. 

Finally, the game, or rather, the beating, ended, and Luke turned to Danny, shocked. 

“Are you sure you’ve never played this game before?”

Danny smiled. “I learn quickly. It seems the student has become the master.”

Luke laughed, then shrugged, holding up the controller. “Best two out of three?”

“Are you sure you want to get your butt whipped again?”

“Oh, so that’s how it is? Well, I was going easy on you the first time, fortune cookie.”

They glared at each other, playfully this time, and started the game up again. 

Luke won the next time, this time using King K. Rool, and Danny using Lucario.

They settled into the third game, each trying their best to win, but the game resulted in a draw. 

As they played, time seemed to slip away. They would banter back and forth, Danny always maintaining his polite disposition even as he completely destroyed Luke on the Duck Hunt stage. 

At some time during the game, Ava showed up and perched on the couch arm next to them, vaguely watching. 

Before the next round, they invited her to join, but she declined, holding up what appeared to be a SHIELD file detailing the Helicarrier’s engine.

At some point, Luke yawned, his forgotten exhaustion washing back over him like a tidal wave. The contagious yawn caught on, spreading to Danny and Ava. 

He stood up, stretching. “Guys, I’m gonna go to bed.” He turned to Danny. “Thanks for playing man. It was really fun, you’re ridiculously good at that game.”

Danny gave him a small, shy smile. “Thank you for teaching me. You’re not half-bad yourself.”

Luke rolled his eyes, pointing. “Well, Smash Bros isn’t my game. Next, we’ll play Call of Duty, and you’ll see just how good I actually am.”

Danny stood, offering his hand in a fist bump. “I look forward to it.”

Luke reciprocated and practically fell into bed, falling asleep the second his head touched the pillow, a wide grin still on his face. 

It stayed all night.

**Notes for the Chapter:**

> So basically, the rest of the Ultimates pretty much just joined SHIELD and became a "team," but they pretty much hate each other. But they're learning to get along, which is exciting!
> 
> Also, I would die for Agent Coulson. He's just such a good dude who tries so hard to control his small, superpowered children.


	8. Well, That Was a Bust

Harry bounced anxiously in place, glancing at his watch. MJ was supposed to meet him four minutes ago.

They had finally found the time to get together and look over the tablet his dad had sent him. Harry had stared at it for hours when it arrived, but left it just sitting there, on his dresser. 

He was too afraid to look at it alone and too weak to handle the possibility of failure without MJ at his side.

These security tapes are their last hope, the last option for discovering any clue as to what happened to Peter. The police had all but given up, and they had good reason to. There were no clues, no tip-offs anywhere. They said that the best bet was probably traffickers, but there was no way to know for sure. 

Harry glanced at his watch. MJ was now five minutes late, and it was grinding on his nerves. Every passing second felt like wasted time, time that could be used to do something, anything, to help. 

He stood from the bench he was waiting on, shoving his hands in his pockets angrily. But, just as he was about to leave, he saw her, her red hair bouncing through the New York crowd.

The first thing he noticed was that she looked tired. There were circles under her red, tired eyes, and her hair was a bit of a mess. To anybody else, her hair would probably look fine, but Harry knew her better than everybody else. Today, her hair didn’t have that normal MJ stamp of perfection, not to mention her clothes. MJ normally took pride in how she looked, but today she was in dark sweats and a light tank-top, a black jacket pulled tight around her torso. 

But however much of a mess MJ looked like, Harry knew he was worse. He had gotten maybe four hours of sleep in the past two days, unable to rest because he couldn’t turn his stupid brain off. He had neglected basic self-care, leading to an unwashed face and dangerously messy hair, the type of hair that would make his dad threaten to shave it.

But he couldn’t sleep, or eat, or even think, because all he could focus on was Peter, alone and scared somewhere, somewhere dangerous. 

And even if the cops said that there was a relatively high chance Peter had died (because, as his research told him 88.5% of kidnappings end with the death of the kidnapped within 24 hours, but he was ignoring that), that he’d been murdered, Harry wouldn’t, no, he couldn’t, believe it. 

Deep down, he knows that Peter is alive, that he’s in pain, that he needs to be found. He can feel it. 

As they enter the Oscorp building, buzzing straight to the elevator that only goes to his and his dad’s residential floors, MJ finally speaks.

“I’m sorry for being late, I just got held up at home.”

Harry smiled, trying to forget the itch that was whispering angrily about the wasted time.  
“It’s no problem, the tapes aren’t going anywhere.”

MJ seems to withdraw at that, sinking down. “You know, it didn’t really hit me that Peter’s gone until like two days ago. But now, everything seems so hard. It’s like everything is moving in slow motion but at the same time, way too fast.”

The doors whooshed open, and as they walked to his room Harry replied, “I’m not quite sure when it truly sunk in for me, either, but I’m not sure what I’ll do if this doesn’t work. The police have all but given up, and if we don’t find him, who will?”

She twisted her hands nervously, looking at Harry. “I know Aunt May and Uncle Ben will never give up no matter what.”

Harry gives her a sad smile.

“You told me you went to see them. How’d it go?”

MJ sighed, and opened the door to his room before replying. “It was okay. Uncle Ben wasn’t there when I went, so it was just me and May. She didn’t seem good Harry. Her hair was a mess, she seemed even thinner than normal, and her hands were shaking as she got me tea. And I wouldn’t guess that Ben is taking this any better than her.”

“Well, then we are just gonna have to find Peter ourselves.”

After pushing their bean bags together to form one singular chair in Harry’s pseudo-living room, they stared at the dark, glistening screen of the tablet. 

“I’ve been too afraid to look at it, MJ What if it doesn’t help? What if this is the end of the line?”

“Well, we can’t know until we try.”

Harry went to power up the screen, but his hands were shaking too badly to hit the button. After a few fruitless tries, he passed the screen off to MJ, who took it silently.

The screen powered up, the green and gray Oscorp logo flashing across the screen as it loaded the data. 

Half a second later, they were staring at an options menu, with years dating back to 1998. MJ scrolled through the screen to 2012, clicking on it, which brought up a menu, each button representing a month. 

She hit December, scrolling to the data from the week Peter disappeared, the day before the last day of school before winter break, December 17th. 

She looked at Harry, asking, “Are you ready?”

Harry took a deep breath and nodded. “As I’ll ever be.”

She clicked on the button but was quickly disappointed when she saw the sheer amount of tapes from that day. They were divided by city section, type of security, street, and hundreds of other minuscule factors that made no sense at first glance.

“Do you know how to work this thing, Harry?”

Harry stared at the screen anxiously, bringing his hand up to gnaw at his thumb, a bad habit he’d never quite been able to quench, much to his father’s chagrin.

“Um, try searching for 160th street. It’s right outside Midtown, so if we can find out which way he went after school, we can follow his path.”

MJ deftly enters 160th, bringing up three options. Apparently, the building right across from Midtown, York College, relies on Oscorp for security detail.

“Which camera should we watch first?”

Harry leaned closer. 

“Try the middle one. I think it has the best view of the entrance and some of the street, so we can see which way he went. And then go a bit before 3:00, you know, when we get out of school.”

MJ scrubbed the tape forwards, stopping at 2:51.33. 

She gave a glance to Harry, who nodded reassuringly before she pressed play. 

They watched anxiously, analyzing every detail, not that there was much to look at. A few citizens and college students ambled past, none of them looking even remotely suspicious. A few minutes before three o’clock, a man ran past on-screen, chasing what appeared to be a run-away husky.

Harry, for some inexplicable reason, found the man’s plight hilarious. Probably because he was sleep-deprived if he really had to guess, though. 

But his laughter helped ease the tension in the room, and Mary Jane laughed with him, which felt nice. 

“Did you see that guy’s face? He looked so sad as his dog ran away from him!” Harry said, clutching his side. MJ chuckled, nodding. “And the dog looked so happy to be free, it was just bounding along like a freaking deer!”

As their laughter settled down, MJ clicked play on the video, and they both returned to watching carefully for any sign of Peter. 

As school finally ended, they watched a steady stream of students leave the building. It got harder and harder to pick out individuals as the screen got busier and busier, but they did their best, scanning carefully.

After three minutes of Peter still not appearing on the stairs out of the school, Harry was about ready to throw in the towel. They weren’t going to find anything!

He stood to get a glass of water, running his hand through his hair angrily before stuffing it in his pocket with more force than probably necessary. 

As he was filling his cup up, though, MJ suddenly cried out to him, “I see Peter! Get over here!”

Harry dropped his cup into the sink, all but sprinting back to his chair. Sure enough, there was Peter in all of his pixelated glory. From what Harry could see, Peter looked really tired, almost sick as he picked his way through the crowd, turning left towards Jamaica Avenue. They watched him walk off-screen before pausing the video. 

Harry picked up the notebook next to him and said “We need to create a time-table of what happened that day.”

Before he could write anything though, MJ snatched the paper from his hands, tsking.

“While I agree that we need to make a timetable, I think we both know that if you write it, Harry, nobody’s gonna be able to read it.”

Harry grinned sheepishly and handed her the pencil, taking the tablet out of her hands so that she was free to write.

In a quick, pretty scrawl, MJ labeled the paper _December 17th, The Disappearance._

 _Apparently_ , Harry thought to himself, _her journalistic self is still alive and thriving._

“Okay, did you make note of when he left school?”

“No, I didn’t get to look at the time. But I’m pretty sure it was just a couple minutes after 3:00.”

As he scrubbed the video backward, he smiled sadly. “It’s just like Peter to be late for everything, including leaving school. Oh, there he is. Okay, the time says 3:05.”

MJ wrote that down, then kept writing. 

“What else are you putting?”

Still writing, she said, “I’m writing down every detail about him. Like, look at how sick and tired he is, that might be important. And look at how his eyes are shifting around like crazy. He looks almost scared.”

Harry squinted at the screen. “How can you see that? I can barely make out Pete’s face.”

He looked a bit closer and realized that yes, Peter did look a bit scared. As he left the frame, he threw his head back to glance around wildly before picking up the pace ever-so-slightly. 

Harry clicked out of that recording and moved to the next one, a bank’s ATM security camera on the corner of 160th and Jamaica. He’d walked home with Peter before, so he knows that once Peter hit Jamaica Avenue, he’d turn right, towards the bus stop.

He moved the video up to 3:04, not wanting to miss anything, as he propped the tablet up on his knees so that MJ could have a better view.

They scanned for Peter, who was wearing a white shirt with a grey jacket and dark jeans, until the video read 3:20, but they didn’t see him. Harry hummed. The street was pretty busy, because Jamaica Ave was a main thoroughfare, not even to mention the college students and high school students who had just finished class, so it’s totally possible they just didn’t see him walk by.

He rewound the tape to 3:03 this time, just to be sure. 

He watched every person carefully, looking for Peter’s messy hair, or any sign of him, really. 

Nothing. 

This time, he turned to MJ. “Okay, so every minute we’re gonna pause the screen and look through each person individually. I’ll take the ones on the right if you’ll take the ones on the left.”

She nodded in agreement, and they went through the tape again, pausing at minute intervals or whenever a large group of new people entered the feed.

At 3:06, Harry saw Peter. “Look, MJ, I found him! Write that down.”

MJ lifted the pencil but paused slightly. 

“I don’t think that’s Pete, Harry. Look.” She pointed carefully. The man was indeed wearing a white shirt, and he had a gray jacket draped over one arm, but his left forearm had a dark tattoo, seemingly of what looked like an angry kabuki mask. 

Harry sighed, slumping down. He felt like he had just been punched repeatedly in the gut by somebody like the Hulk. 

“Let’s keep watching, Harry. He’s bound to turn up,” MJ said gently, but Harry could hear the worry and confusion in her voice. 

He clicked play, watching a new group of people enter the screen. They paused again.

Nothing. 

He rewound the video. 

They watched again, this time all the way to 3:30.

Still nothing. 

Harry felt frustration, hot and biting, well up in his throat. Angry tears were pricking at his eyes, making it hard to see the screen in front of him. 

There. 

Was.

NOTHING!

Peter had just vanished. Walked outside of school, turned left, and bam, he was gone. 

There was no more hope, no options left. This had been it, and it had failed.

He stood up suddenly, anger pooling in the pit of his stomach like a blazing snake, and chucked the tablet at the far wall. It connected with a crack and fell to the floor, face down. 

He put his hands to his hair, pulling slightly, turning to MJ.

“It didn’t work! He’s gone and we can’t do anything! This was it! Our last hope, but he just disappeared! Like a freaking ghost!”

MJ stood up to meet him, and, through his blurry vision (tears were now streaming down his face freely), he saw that she was crying as well.

She enveloped him in a hug, not saying anything, and they sunk back down to the floor together, holding on to each other for dear life. 

The rage that burned in Harry’s stomach subsided, leaving behind a cold brick of helplessness that weighed down even his soul.

Peter’s out there, scared and most likely hurt, and there’s nothing he can do to help, not anymore. 

So he hugs MJ back, and they cry together for a few minutes before MJ pulls back, looking him square in the eyes. 

“Take a deep breath with me, Harry. In,” She breathes in, exaggerating the movement, “and out.”

He struggles to copy her, to breathe around the painful lump in his throat, but he manages, breathing raggedly in time with her. 

“In.”

He breathes in, wondering vaguely if Peter, wherever he is, is still doing the same thing, if he can even still breathe. 

“Out.”

He releases a shuddering breath and prays to whatever god might be listening that Peter’s okay.

When he can finally breathe without MJ’s direction, he turns to her, shrugging apologetically.

“I’m sorry you had to see that.”

MJ smiled softly at him. “You should have seen me when I went to visit Aunt May. That’s when it hit me that all of this was,” she looks away sheepishly, “you know, real. I was a sobbing mess, even though I was trying to be strong.”

Harry glances over at where the tablet still lies dejectedly. 

“What do we do now?”

MJ shrugs. “I don’t know, and I hate that I don’t know. All we can do is pray now, and keep our eyes and ears open for anything suspicious.”

Harry agrees with her and watches her gather up her stuff to go.

As she leaves, he catches her hand to grab her attention. “I don’t know if I can handle this, MJ. I’m not as strong as you.”

MJ turned to face him, peering deep into his eyes. “I know you are. And I also know that wherever Peter is right now, he wouldn’t want us to stop living our lives, to give up on the world. We have to keep going, for him.”

Harry gives her a weak smile and she leaves, waving goodbye. 

He looks at the tablet, but can’t bear to go and look at it, to even touch it, so he throws a blanket over it to hide it from view. 

And then, like he’s twelve again and his dad just told him no, he can’t go to the arcade, he has to go to some fancy gala, he throws himself on his bed, face down, and buries his face in his pillows. 

He can’t cry because his tears are spent, so he just sits in the silence, filled with self-loathing. 

If he had noticed that Pete was acting weird that day, if he had just offered to give him a ride home or walked home with him, this whole situation could have been avoided. Peter would still be here and they would probably be hanging out, playing some video-game or another or watching bad horror flicks that Peter would ruin by telling him all of the scientific inaccuracies. 

He buried his face deeper and thought about catching up on his winter break homework. 

But what's the point of doing homework if your best friend in the entire world has been kidnapped? In the face of that, geometry and his english project didn’t even seem to matter.

Oh god. His english project. The one he and Peter were supposed to be partners for, the one that they’d been planning since the beginning of the year. How is he supposed to do it with Peter gone?

He can’t, he knows he won’t be able to. Just thinking of doing it without Peter leaves a bad taste in his mouth and a queasy feeling in the pit of his stomach. Doing the project without Peter would be like giving up, admitting that he’s gone and that he’s never coming back.

And Harry isn’t ready to accept that reality. So he clenches his 40,000 thread egyptain silk sheets (his dad doesn’t spare expenses) between his hands and gathers the courage to look at the tablet once more. 

He picks it up and flinches when he sees the cracked screen, each piece reflecting his tired, red eyes back at him. 

He logs back onto the screen. It still has the video they last watched up, but he goes to the first camera they watched.

He watches Pete leave the school, watches him jerk his head around like he’s in fear, his body slouched, moving slowly, almost like he’s in pain.

He watches it again.

And again, and again, and again.

He puts it on loop till he knows exactly what Peter does each and every time, till every motion is burned into his brain. 

He looks up, at the blinking clock on his nightstand. It’s 3:00 am, December 21st. Where did the time go? Just a few minutes ago, it had been seven, and MJ was just leaving. And now Christmas is in four days. 

Christmas is one of Peter’s favorite times of year, and Harry hadn’t liked it much since his mom died until Peter came into his life. After his mom died, Harry’s Christmases were often lonely, with his dad seemingly filling up the Christmas season with even more work than normal. He got nice presents, sure, but there was no real warmth or joy to Christmas. Then Peter walked into his life and made Christmas fun, inviting him over to decorate the tree with him and his family, helping decorate his own home, and giving him the absolute best white elephant gifts in the world.

Their - his, Pete’s and MJ’s, that is - white elephant gift exchange is legendary. One year Pete got him a pack of only left-footed dress socks because apparently he needed to put his best foot forwards, and that same year, when MJ had her ill-advised pixie cut, he got her a bunch of hair ties. 

What was Christmas going to be like without him? Would it be just as lonely as the ones before they were friends?

Harry isn’t sure he can survive another Christmas like that, especially with Peter kidnapped. 

He flops over and cuts off that train of thought. He needs to sleep, his dad’s christmas Gala is tomorrow night and he’ll be expected to make an appearance. 

He takes a melatonin, knowing he won’t be able to sleep otherwise, and drifts off to a nervous sleep. When he dreams, he dreams of Peter’s scared, sickly face, screaming at him for help through a security camera, shadows creeping in on every side.


	9. Who Let This Man Become a Doctor?

**Notes for the Chapter:**

> Yo how are all of you??? Thanks for sticking with this!

The first exposure to radiation wasn’t so bad, in the end. Peter ended up with minor burns across his body and a sore throat for a couple of hours, but other than that, the hanging, the waiting, the floating in the endless abyss of the white tube was the worst part.

After a couple of hours **[Maybe hours? I have zero concept of time here]** , the oppressive white walls had lifted, and the glass in front of Peter had opened like a high-tech sliding door. 

“Yo, Doc Ock! Long time no see! Have you finally decided to become a real doctor and respect the hippocratic oath?” Peter rasped, voice catching on his burnt throat. 

The Doctor huffed in anger and inched closer to him, a long, dark arm snaking its way into the tube.

On the end of it was a thick needle, glistening dangerously in the artificial light. It hovered at different parts of his body before stabbing into the joint of his elbow, directly into his vein. 

Peter hissed at the contact, and could feel the blood leaving his arm, so he turned his head away, trying his best not to gag.

Ock withdrew his arm, looking at the vial of blood he had collected before glancing at Peter.

“It’s quite fascinating that your shoulders haven’t dislocated yet, SM-1.”

“That’s not my name, you sicko.”

The doctor smiled, his gross teeth making Peter shiver slightly. **[For a doctor, this guy does not have good hygiene.]**

“You don’t have a name, not anymore. You see, you, experiment, are no longer human. You don’t get a name, you don’t deserve one.”

Peter stared, confused. “Um, last time I checked, I was pretty much a human. Man, who let you become a doctor? You can’t even see what’s right in front of you.”

His head sparked in pain, tingling. Peter was quickly associating this feeling, which was getting all too familiar, with danger, and tried to flinch away, momentarily forgetting the thick restraints that kept him dangling in the air.

One of Otto’s arms whipped through the air, pulling Peter down slightly. 

He felt his arms strain as the metal fingers dug into his throat, cutting off his air supply yet again.

“I, insect, am more intelligent than your useless brain can comprehend. And yes, you no longer qualify as human, as your DNA is now 50% spider-based. So, yes, this, everything I am doing here is legal, because. You.” Every word was punctuated by the tightening of the metal grip around his throat, and Peter struggled to inhale, choking, “Do. Not. Matter. You are an experiment gone wrong, nothing more, something to be used, studied, and eventually,” the doctor’s twisted face quirked upwards in a cruel smile, “discarded.”

At that, Ock released Peter, who gasped painfully, inhaling as much as he could. He tried to speak, to argue, to say anything, to make a joke to hide his true emotions, but his throat felt like stone, heavy and immovable.

The Doctor noticed his mouth moving, trying to scream, do anything. “Ah yes, I re-injected your throat with the paralysis concoction. This one is much improved, it should last much longer than the failure from last time.” As he said this, he emptied the vial of Peter’s blood into a microscope, bringing his beady eyes down to examine whatever it is he was looking for. 

Peter, however, shifted, trying his best to break his restraints, remembering his panic-induced success that he had had during his first time on the table.

He strained, pulling as hard as he could. His body felt weak, but he could almost feel something moving, something shifting.

He glanced at the doctor, but he, thankfully, was still occupied with his blood. **[Ewww, it feels gross just saying that.]**

Peter gathered his strength and wrenched one last time. He heard something pop, and was excited for half a second as he felt something give. But then the pain hit him like a truck, washing over every part of his body.

He opened his mouth to scream, to beg for help, but nothing came out except a rush of air. That didn’t stop him from screaming silently though, as the fire from his left shoulder raced up to his brain, erasing everything else in its wake.

He hung there, swinging slightly from the motion of trying to pull free, mouth open wide in a silent scream. A quick glance to the left told him that his shoulder was all wrong.

The doctor below him shuffled loudly from one piece of scientific equipment to another, arms darting out to make notes or grab tools as needed. 

Peter tried to get his attention, anything to make the flame in his shoulder stop, but nothing he tried worked, not even when he kicked his legs together weakly to make a faint clapping sound. The octopus was just too absorbed in his work to look up.

After an eternity of white-hot pain, Otto finally looked up, glaring. “Well, look at that. Your shoulder finally did dislocate.”

“Help me,” Peter mouthed, unbidden tears streaming down his face.

Otto’s pasty lips quirked up in a small smirk. 

“Luckily for you, SM-1, your DNA did undergo change enough to warrant me bringing you down.”

Even though Peter knew what that meant, the thought of the pressure on his arm being relieved made him want to cheer with joy.

“But, I have to prepare first, so just hang on a bit longer.”

The Doctor clanked away, chuckling at his not-very-funny joke. Peter glared at his receding back, and in an act that would make Aunt May disappointed, did the next best thing to cursing the evil man out and flipped him off with his good hand. 

The small act of rebellion brought a pleasant feeling to his stomach, even in the midst of his pain. 

But that feeling left rather quickly as the pain mounted in his arm, the pressure building along his spine and neck.

He closed his eyes tight, trying to focus on anything other than what he was feeling right then, but it was so, so hard, and the only other thing that he could think of was Otto’s cruel words. 

He knows what being “not human” means, he’s aware of what happened to the mutants before the X-Men helped to reconcile them with humanity. If he truly, as Otto says **[That dirtbag has to be lying. There’s no way one simple bite could change me that much]** , no longer human, and doesn’t have an x-gene, then that means that his rights are truly invalid in the face of the law. It means that Otto would be right to do whatever he wanted, because he would count as sub-human, something unregulated, something with even fewer rights and protections than zoo animals. 

Peter turns his head to the side, forcing himself to not throw up. His head is swimming and his vision is blurring, fading in and out rapidly with each jolt of pain from his arm.

He sways in pain till Otto returns, hitting a button deftly. For a second, Peter is hopeful that the button with drop him to the ground and free his arm from it’s excruciating position, but there’s no ushc luck as his brain flares up in a tingling sensation, moments before a drone with a hose-like extension drops from the ceiling, circling him slowly.

The drone waits for a second before Otto pulls another lever, and then fires excruciatingly cold water at him. 

He arches his back, hissing in pain. The cold stream wastes no time in covering every part of his body with a painful amount of pressure.

Peter feels like he’s having his first layer of skin removed all over again, the water is coming at him so hard.

In a way, it’s nice to be clean, and he watches old, rusty blood run off of him in streams, mixing with the yellow-grey pus from his burns to create a nasty brown that drips on him in rivers, sinking through the grate to who-knows-where.

But the frigidness of the water has his teeth chattering in seconds, and every spray sends a jolt of pain through his arm as it pushes against him. 

Finally, the hose-down is done, and the metal coils around him pull back, dropping him hard to the ground.

The relief in his bad shoulder is immediate, and he curls into a small ball, cradling his injury.

Suddenly, he’s forced out of his fetal position and something soft is shoved in his mouth. 

Doc Ock is above him, one arm pinning him down while the other probes at his shoulder methodically. The doctor hums and pushes him onto his side, then, without warning, there’s a sharp crack and a burst of pain as the Doctor’s arm forces his shoulder back into place. Peter bites through the cloth in his mouth, spitting in out to take deep breaths, trying to control the tears of pain welling in his eyes. 

There’s no reprieve as Peter is dragged towards the center of the lab, where the glistening table is waiting, an array of tools laid out beside it in neat, too-perfect rows.

Peter looks at the table and flinches away, scrambling for a handhold, trying to stop Otto, to save himself in any way he possibly can as memories of surgical slices and screaming fill his mind, of a skinless torso dripping with blood and vomit and writhing in unimaginable pain. 

He screams, forgetting that he can’t make a sound, and the air barely wheezes out of his damaged throat.

Fighting all the way to the table, he quickly finds himself overpowered by Otto’s impossibly strong arms, which latch restraints to him across his ankles, knees, chest, wrists, elbows, and finally, his neck.

He glares, thrashing as best he can, but all he can really do is move his head.

Otto stares at him for a second, thinking, and then pulls out a thick leather belt, which he deftly fastens around Peter’s forehead. 

“This surgery will be extremely delicate, SM-1. Any movement could cause irreparable damage, so I would appreciate it if you could at least try and control yourself.”

Peter resigns himself to glaring, completely unable to do anything else.

Otto turned to his table, selecting a wide, plastic device, before an arm shot up to Peter, forcing his mouth open as another took the apparatus and shoved it into Peter’s mouth. 

The plastic tasted almost burnt as it scratched against his tongue, forcing it back into his throat. He gagged slightly, trying to spit the offending object out. 

It didn’t move. 

The Doctor looked down at Peter, smiling darkly, sparks of interest firing in his beady black eyes, and applied another device across his upper lip, this one pulling back his lips to reveal his gums.

“My full body x-ray showed me interesting developments in your gums. Unfortunately, they seem to be recessed, so I'm going to have to perform dental surgery to uncover them.” As he spoke, mostly to himself, Doc Ock’s arm swayed over a variety of terrifying metal instruments, the least of which appeared to be a drill with a heavy, pointed bit at the end.

Peter’s eyes followed the almost hypnotic motion of the arm, watching in abject fear as it settled on a large pair of heavy clamps.

The clamps lifted up into the air, coming to settle right above his open mouth.

He tried to scream as they descended, but nothing came out. 

The taste of iron, strong and overwhelming, filled his mouth as his canine tooth was yanked from its socket, quickly discarded with a clatter into a waiting metal tray, red staining the cotton padding underneath.

The other three quickly followed, and for a second, Peter was choking on his own blood, gagging as best he could through the plastic guard forcing his mouth open. Then a dental suction machine wormed its way into his mouth and the blood left, allowing Peter to have a fighting chance for air once again.

Peter tried to laugh at that, the sucker machine. It seemed much too normal to be here, in this hell-hole. It’s a machine that normal dentists, like the one he goes to twice a year, use, not a machine that a mad doctor uses to torture a fourteen-year-old.

But he doesn’t have much time to laugh at the irony of the situation as a new type of pain flares up.

There’s a scalpel in his mouth, cutting into his gums deftly, each slice precise and utterly excruciating.

Peter’s hands and feet clench in pain, and he tries to make a sound, any sound at all, to express how he’s feeling, but once again, nothing comes out.

Next, there’s the drill, biting into the roof of his mouth, drilling holes in the bone.

His vision flashes white-hot, and his back arches as best it can, blood still dripping down his throat.

All he can hear, all he can feel, is the grind of the bone, a sick, cruel sound that assaults his ears, and he tries to shake his head back and forth, like a dog, to make it stop, but the leather belt digging into his head holds him steady, and all he can do is scream silently, praying for release.

“Fascinating.” The doctor’s detached, cold voice drives Peter insane, and he tries to growl at him, settling for what he can manage, which is only a strangled gasp of air and a harsh glare.

Next is a pair of forceps, flashing in tandem with the suction machine, and there’s a pulling sensation in the roof of his mouth, and ever-so-slowly, he feels something moving, sliding down, replacing his missing teeth.

The pain is too much, he can barely see, and the sounds around him are muffled, like cotton balls have been stuffed into his ears, and he feels like he is floating in a limbo, the dark begging him to fall into it, to sleep, to escape.

He welcomes it’s embrace and falls into the dark, eyes closing with a final (silent) scream.

###### 

When he wakes, he’s still on the table.

His mouth is still forced open, and it aches dully, like it’s trying to remind him it’s there, even in the face of the screaming, fiery pain coming from his teeth and gums.

The looming shape of one Otto Octavious is no longer present, however, so Peter sighs in relief, allowing himself to relax slightly. 

He tries to take stock of the situation, to try and quell the animalistic fear gathering in the pit of his stomach, but there isn’t much to understand.

He’s strapped to a table, being experimented on, he’s still kidnapped (for who knows how long now), his mouth burns like the devil himself set it on fire, and he can’t move because there’s an ungodly amount of restraints holding him down.

And that’s not even to mention the tingling sensation of his asleep limbs. 

He tries to talk, just to see if he can, but his vocal cords are still stiff and remain unmoved. 

Whatever the crazy doctor did to his anti-talking serum, he did it well, Peter thinks, only a bit hysterically. 

Suddenly, he hears something heavy shift behind him, and strains his ears.

Sure enough, it’s the clanking sound of one insane octopus, coming his way. 

Peter does his best not to flinch, to stay strong as the maniacal man moves into his field of, admittedly limited, vision. 

The man is holding, yet again, a scalpel. **[Man, this is becoming a theme in my life that I was not prepared for.]**

This time the doctor wastes no breath by talking, finally choosing to work in silence, as he claims he prefers. 

He makes quick work to remove the restraints around Peter’s wrists, instead refastening them so that they restrain his hand, leaving his forearms bare, ready for surgery.

With almost laughable care, Otto swipes a disinfectant across Peter’s first arm, the right one. 

Peter gulps and squeezes his eyes shut tight as the sharp blade scores across his arm, loosening the skin to be pulled up with ease. The pain blends with the agony of his mouth, creating a dark symphony that rips across his brain, obscuring any other thoughts or feelings.

Quickly, the skin is removed, and the smell of fresh blood fills the space once again.

There’s a scraping sound as the scalpel hits bone, and the sound of bone drill firing up pounds in Peter’s ears as he squeezes his eyes tighter and tighter.

He feels like a child hiding from monsters in the dark, believing that he can escape evil by just closing his eyes, by not looking at the evil that lurked in the shadows. How wrong little Peter had been, believing that. Not seeing the evil didn’t make it any less real, or less scary. All it did was make you blind.

His arm ignites as the drill bites into his bone, and a cracking sound splinters through his brain. There’s almost a release of pressure as it happens, and he feels some part of his arm slide forwards almost smoothly, like it was meant to happen. 

There’s a pause in the drilling, and suddenly, Peter stiffens, because a small, cold object had just been placed in his arm, and some important part of him had just been put into it, made one with it.

His body shudders with revulsion, trying to expel the foriegn object, to no avail.

The pain lances across him once more as he peeks his eyes open, watching metal claws sew his arms back open with surprisingly smooth movements. Vaguely, he realizes he’s going into shock, but he can’t help but be grateful as the pain in his body begins to recede ever-so-slowly.

In almost no time at all, Doc Ock has moved on and repeated the same process with Peter’s left arm.

The two metal objects lodged in his forearms pulse in tandem, and Peter’s brain barely has a chance to buzz in warning before electricity sparks across his body, shocking him back into oblivion.

###### 

Peter had never been so happy to see the stolid whiteness of the Box.

If he was in the box, that meant he wasn’t on the table, and that meant he was at least somewhat safe (at least in theory).

He pulled himself to what he was now thinking of as his corner, looking for the stains he had made last time. 

There were none. The Box was as empty as ever, and suddenly, the white no longer seemed safe, but menacing. 

He shivered and gasped, the memories of the table rushing back to his head.

Scrabbling, he pulled up the long white sleeves of his new, blindingly white medical gown to reveal bright pink, ropey scars across his arms and wrists. There, in the center of each wrist, close to the base of his hand, was a dark shape that an unusually dark blue vein fed into. Those what-ever-they-ares must be the objects that he had felt Otto implant into his arms.

Peter shuddered and bit his lip, gasping as he felt his teeth puncture skin, his inflamed gums screaming in protest. 

His arms ached desperately as he lifted them up, bringing probing fingers to his mouth.

There, in place of where his canines had used to be, were four sharply-curved teeth, the top two dripping with something slimy, and, bringing his hands down, that something was milky white and smelled extremely bitter. 

Upon further inspection, the new teeth **[That sounds so weird! Ugh my mouth hurts]** were more like fangs, the curved, deadly fangs of a spider. Up above them there was a swollen, inflamed gland, where Peter guessed that the white stuff was coming from.

He wiped the white stuff onto his gown, hissing at the pain emanating from seemingly every part of him.

Experimentally, he opened his mouth to try and croak out a word, but his throat still felt like it was lined with lead, so he didn’t even try to bother and force a sound past his mouth.

Angrily, Peter clenched his fingers, and jumped straight up when a line of sticky white _something_ shot across the room.

He followed the line across the room with his eyes, gasping when he realized that the line had started at his wrist.

Gently, he tapped the wire with his hand, surprised when it didn’t break. In fact, for something so thin, it seemed rather strong, holding up even when Peter tried to rip it off the wall across to him.

Vaguely, it reminded him of something. He glared at the strand, unable to detach it from the wall or himself. 

It was almost pretty, the delicate way it weaved around itself, shimmering gently in the artificial light. It looked natural, not synthetic, and Peter gasped as it hit him. It was a spider’s web. He could make spider webs now.

Peter stood now, yanking the web down urgently, this time succeeding. 

He doesn’t want to make webs! All he wants is to go home, for this madness to end, to wake up from this nightmare!

Anger pulses through his body and he growls, pounding a fist to the wall, and gasping when he feels the same sliding sensation from earlier.

There, coming out of his wrist, is a small . . . dagger? 

The whatever it is is white, and gently curved, protruding from just behind where the webs had come out of him. 

Peter stares at it, and then realizes that he has another one on his other hand.

He scrambles backward, pressing up against the wall, staring at the sharp spikes coming out of his body. He flexes his wrist experimentally and watches in fascination as the spikes sink back into his skin like they were never there. 

He tries again, watching in fascination as the spikes slide out and glide back in. It's like nothing he’s ever seen before.

Some scientific part of him wants to analyze these new developments, to study them until he understands their every dynamic and their potential, but this Peter just wants to cry.

He feels like a monster, a creation made to destroy, with inhuman fangs that drip poison and knives that come out of his wrists.

He slides down against the wall, carefully resheathing his wrist-spines, and buries his face in his hands, careful to avoid his new fangs as he begins to cry silently, the pain and confusion finally overwhelming him in one final wave.

He brings his wrists close to his chest, the metal implants feeling like thousand-pound weights.

It feels like, with these additions, that Otto now owns part of him, that he’s less human than he was mere days ago. **[Now what are they going to think when they rescue me, when they see my fangs dripping poison and my wrist-knives flashing as I shoot webs and stick to the walls? Otto’s right, I’m not even really human any more!]**

He cries for quite a while, lamenting the loss of his humanity, until he can’t keep his eyes open any longer. 

His eyelids droop, fighting the brightness of the Box for dominance, until Peter gives into the sweet embrace of sleep, allowing his pain to wash away in the tides of his dreams. 

And dream he does. 

_He opens his eyes to find a shadowy park, darkly-leaved trees shaking in the terrible wind that rips around him._

_Across from him, on a bench, he can see Aunt May and Uncle Ben, smiling, laughing at something. They look so, so happy, and Peter wants nothing more than to be with them, and he takes off running, splashing through puddles towards them._

_Only, with every step, they get farther and farther away, and their laughing faces turn to frowns, and from frowns to grimaces, and from grimaces to screams as their heads change, morphing into the dark heads of spiders, their multiple eyes staring back at Peter, reflecting his distorted, fanged face back at him._

_Horrified, Peter brings up his hands, only to find that they’ve been replaced with massive spikes made of bone, splatters of dried blood maring the white surface, ghostly white web stringing off of them, trailing around his legs, trapping him._

_He calls out to Aunt May and Uncle Ben, who have risen on their now numerous legs, and turned away from him, walking faster and faster as he can only go slower and slower as the webs grow thicker, his voice becoming quieter and quieter with each scream of their names._

_They disappear around a bend, and Peter finds himself tied down to a hard bench, metal arms slinking around him, growing tighter as they pull him down into a white abyss._

Peter wakes with a stifled scream, his voice box still frozen. He clutches at his throat, gasping as he shakes the last dregs of his nightmare off, feeling everything too sharply. His gown is rubbing against him, each individual thread pressing against his body like a needle, and his own heartbeat echoes across the room, while the sound of his blood moving against his veins fills his ears, and he throws his hands up, trying to block out the sound, but that only makes it worse. 

_So loud make it stop make it stop! Stop it! Just be quiet oh god I need the quiet just shut up stop it stop itstopitstopstopOHGODstoppleaseJUSTSTOP!_

Peter throws himself against the wall, bouncing off it with a hiss. He unsheathes his spikes, slicing at the wall with wild abandon, trying to make something happen, anything to escape the room, to hear something other than his own heart pumping the blood through his body, each pump a thunderclap in the infuriatingly silent room. 

_It’s too loud and I can’t leave why can't I leave I’m human please just let me out what did I do why me oh god stop it pleasestopStOPItNowPleAsESToP!_

He tries the other wall, scrambling for a crack, for a hinge, for anything he can use to open the doors, to escape, because if he was put in here then that means there has to be something that opens to put him in and it can’t be an impenetrable Box because there's no such thing as completely impenetrable.

Next thing he knows, he’s on the ceiling, huddled in a corner, hands pressed to his ears, trying without success to block out the incessant beating of his own heart, tears dripping up his face, getting lost in his hair.

And he sits, staring into the indomitable whiteness of the room, listening to the sound of his own organs drive him quite literally up the wall.

**Notes for the Chapter:**

> **Y'all my FBI agent is quaking. I have researched so many demented things for this story its not even funny. But oh well?**


	10. Bang Bang

**Notes for the Chapter:**

> **oof. That's all I have to say**

Uncle Ben groaned, throwing his towel down to the ground in frustration. 

He couldn’t focus on his work, how could he?

Peter had been missing for two months, one week, six days, and seven hours now. There had been no ransom notes, no signs of struggle, and no clues.

He had just vanished, and, according to the police, at this point, the chances of finding him were slim, and finding him alive narrowed those chances even more.

But Ben hadn’t been raised to be a negative person, he had been raised to always keep hope, even during the darkest times.

And this is most definitely one of those times. 

He and May have been falling apart for the past two months, unable to sleep, eat, work, or even think clearly. 

All they could focus on was Peter, screening each call that came to their door with tips on where he might be (each one turned out to be a bust). With each failed tip, each negative report from the police, Ben has felt his hope drop and felt himself sinking deeper and deeper into the throes of despair. 

He’d finally come back to work for real, throwing himself into it with everything he had, trying to distract himself from the raw, aching pain he felt in his heart. 

But he’s unable to focus, shaky, nervous. He can’t stop thinking of Peter, how, if he had come to pick him up from school that day he’d still be here, making bad science jokes and running late to everything.

But now Peter might not get the chance to run late to anything ever again, and Ben feels as if it’s his fault.

He used to always pick him up after school, but then he’d gotten a promotion at work, one he couldn’t turn down, but it came with the cost of extended hours. He’d accepted, but now he can’t help but look at his job like it’s the problem, like it's the reason Peter’s no longer here, where he belongs.

He’s taken to not going home, unable to bear it, the weight of memories of Peter crashing down on him every time he takes a step inside the house. He can’t bear to look at May either, to see her in her state, to-thin and shaky, clutching at the phone like it might ring at any time and someone will tell her exactly where to find Peter.

Instead of going home, he wanders the streets of New York at night, double-checking every alleyway and sidestreet, looking at every shadow like it might hide the secret of Peter’s whereabouts within it.

He never finds anything, but walking the streets at least lets him feel like he’s doing something, like he’s trying to hold some responsibility over the situation instead of just abandoning it, abandoning Peter, leaving it up to the whims of others.

Ben sighs and picks up the towel, returning to the car he’s looking at angrily.

It just doesn’t seem to matter much anymore. Being a mechanic, fixing things, making them whole. It just seemed to lose its appeal once Ben lost the thing that made him whole, the nephew that became the son he never knew he needed.

He drags himself to the end of the day, finishing what needs to be done, nothing more.

When his shift ended, he shuffled over to his car, ignoring the pitying looks of his coworkers, and some of the regular customers, the ones who knew what had happened.

Peter’s case had become a bit of a scandal in the news, with the Daily Bugle using it to highlight the growing crime rates of the city and the growing dangers for those who cannot protect themselves.

It felt like Ben couldn’t turn anywhere without seeing Peter’s happy face plastered onto a newspaper or ad-board, highlighting the rising crime rates against minors in NYC.

It made him so angry, them treating Peter like that, like he’s just some number, a sob story to raise awareness, not a living, breathing person who had actually gone missing, impacting all of the many people that had been part of his world. 

He climbed in his car, sighing. 

He hadn’t eaten in a few days, and so he had to go home. He had to see May anyways, to check on her, to be with her.

He steeled himself as he drove towards home, taking the long way to avoid any streets near Midtown High.

Taking a deep breath, Ben clambered out of his car, fumbling for the keys as he eyed a dead potted plant on the porch. 

If things were normal, May would never have stood to see any of her plants in such a state. She would have fought to bring it back to life, and knowing May, she would have won. 

He opened the door quietly, not wanting to disturb her if she was asleep. God only knows she needs it.

Thankfully, she actually was, passed out on the couch, hand still wrapped around her phone, which was plugged into the wall.

He slipped over quietly to drape a blanket around her shoulders, frowning sadly at the dark circles under her eyes, but he knew his were probably worse. 

He unplugged the phone, worried about the potential of starting a fire, and moved quietly to the kitchen, making sure to avoid the squeaky floor boards.

He purposefully kept his gaze at his shoes, unable to look at anything that might make memories of Peter surface.

When he got to the kitchen, he had to rummage a bit for something edible, eventually deciding on some unidentifiable casserole from some well-meaning neighbor. He ate it cold, unwilling to risk waking May.

When he finished, he wrote her a note, telling her he was going to be out for a little while.

He hadn’t been able to tell her about his nightly stolls, looking for Peter, and he was afraid of what she might think he'd been doing, so he decided to tell her in this note. He’s tired of keeping secrets, of lying to her. It’s not the right thing to do.

After finishing the note, and signing it with a little heart, hopefully to bring a smile to her face, he grabbed a heavier coat and a pair of gloves and took off into the night, walking towards Vinegar Hill.

He’d walked almost every other part of New York in his nightly strolls, and he hadn’t been here yet, so it just felt right.

Ben shivered against the cold, pulling his coat tighter against him. 

He wandered fruitlessly for a few hours, avoiding the confused stares of the locals and the questioning glare of a passing cop.

Turning into an alley, he glanced at his watch, ntoing the time. 

It was almost 12:30 AM, and he could feel the need for sleep pressing down on him as he turned away, back towards his house.

In the corner of his eye, a brightly colored poster caught his attention and he read it vaguely.

It was an ad, saying bold, bright letters: **Street Fighters Wanted! Win Cash Every Night! Apply Inside!**

Ben huffed angrily and pulled it down. Things like that in New York were always scams designed to benefit a small select few, usually those in control of the betting pools. They drew unsuspecting, hopeful people in, only to crush their dreams and leave them drowning in pools of debt, their money spent on bets.

He shoved the ad in his pocket and turned to leave the ally when he suddenly heard a small, frightened scream.

For half an instant, he imagined the voice to be Peter’s, crying out for help, but the voice was much to feminine to be Peter.

But Uncle Ben felt like he needed to help in any way he could, as penance for what had happened to Peter, so he slunk back into the alleyway to find a man with a gun aimed at a young woman.

The man was screaming, “Give me your purse, lady, and nothin’ bad’ll happen ta yah!”

The woman was frantic, clutching at her purse, tears streaming down her face. “This is all I have, please don’t shoot, please don’t!”

Uncle Ben approached cautiously, sliding between the woman and the gun with his hands raised in the most disarming manner possible.

“Hey, pal, just put the gun down and let’s talk about this.”

The man’s hands were shaking slightly, but he brought the gun up a bit higher, aiming it up at Ben’s chest. Ben refused the urge to flinch, and instead smiled, reaching towards the gun slightly.

“Whoa, don’t move pal, give me your wallet to why yer at it!” The man said, gesturing wildly with the gun, his eyes shifting around frantically under his ski-mask.

Ben stopped moving towards the gun and instead began reaching his hand towards his back pocket, where he kept his wallet.

He didn’t have anything on him, just a picture of Peter, himself and May all gathered together for a family portrait.

Ben said as much to the man, who insisted that he should prove it, so he tossed the empty wallet over to him, but kept the picture, looking at it sadly, at Peter’s smiling face.

The woman behind him still seemed to be in shock, unable to move as Ben guarded her with his body.

He tried to subtly motion for her to run, but she seemed incapable of understanding and instead pressed her back up against the wall, holding her purse out like a weapon.

The man with the gun shuffled awkwardly through Bens empty wallet with one hand, the other keeping the gun pointed up. Grunting angrily, the man tossed the wallet aside and then shoved Ben out of the way so he could bring the gun up to the woman’s head.

“The purse, now!”

The woman whimpered, and Ben got up and put his hand on the man’s shoulder, to draw his attention and calm him down.

A shot echoed through the alleyway, scaring a flock of pigeons into the bright New York City night.

Ben gasped slightly and looked down, watching red stain his clothes slowly, bleeding through his gray jacket.

He gasped and stumbled backwards, falling to the ground, grimacing as his head hit the dirty concrete with a harsh smack.

The woman screamed and ran away, and luckily, the man didn’t chase her, just stood there, gaping at Ben.

The gun dropped to the floor with a clatter as the man took off, sprinting down towards the darker part of the alley.

Ben gasped for breath. The pain in his chest intensified ten fold as he brought his hand up to look at the family picture, smiling one last time at Aunt May and Peter, trying to whisper “I love you” one last time as he floated away from his body and his breathing stopped.

May didn’t say anything when they called to tell her that her husband had died. She just pulled the blanket around herself tighter and hung up.

She sat there, rocking back and forth on the couch, as the words sunk in.

She was truly alone in this world now.

Her two favorite people had been ripped away from her by this cold, dark city, and she was powerless against it. 

They had always joked about Parker luck running especially bad, but now the name feels like a curse, weighing her down, laughing at her feeble efforts to escape her fate.

She had lost the ability to cry about Peter a few weeks ago. Ben had said that she wasn’t healthy enough to create tears anymore, that her body was shutting down all non-essential functions to try and stay alive. But she found fresh, angry tears for this.

She looked at her golden wedding band, the one Ben had saved up so hard for, and pressed it into her cheek, sobbing viciously as the injustice of it all weighed down on her. 

She stood up and shambled to the door, tripping on her too-long yoga pants as she opened the door to rage at the sky, begging it for answers, for a reason to her pain.

The sky, however, shone happily on, bright puffy clouds mocking her with their innocence, their joy.

She screamed for a bit longer, aware that she was attracting the pitying and concerned stares of her neighbors.

Then, when her unused voice finally began to sputter out, she slammed the door on the world and retreated back to her couch, pulling herself together as best she could.

She had a funeral to plan.

**Notes for the Chapter:**

> **Don't hate me??**


	11. Go Chiefs!!!

**Notes for the Chapter:**

> **Am I a Chiefs fan? Yes, yes I am.**

Harry had to run away to attend Uncle Ben’s funeral.

His dad refused to let him go, saying things like, “You need to move on from the Parker family now, it’s been almost three months.”

When he had gotten there, he had sat with MJ’s family, and they had held hands, holding on to each other like a life preserver in the middle of a raging sea.

The funeral was large, which isn't surprising. Uncle Ben had been the nicest guy, someone who could make friends with anyone without even trying.

He had talked to Aunt May briefly, who had thanked him for coming, and thanked him for trying to look for Peter, even though she looked heartbreakingly sad when she said it. 

Aunt May looked like a waif, a mere shadow of the vibrant and loving woman Harry had come to treat almost like his own blood-related aunt. Her dangerously thin form was wrapped in a black mourning shawl, and her shoulders shook with every word from the priest officiating the funeral.

She collapsed into tears when the casket was lowered down, and there was nobody to catch her, as the first row was reserved for family, and she had none left.

As soon as the funeral ended, Aunt May left, seemingly unable to bear anything else.

Harry stood in front of the grave, staring at the dark casket below him. 

“Um, hey, Uncle Ben. I just,” gosh Harry felt so awkward, “I just wanted to say thank you. You were kind of like the uncle I never had, so yeah.”

He shoved his hands into his pockets, tossing his rose gently down to rest with the others.

He avoided the crowds of people, most of whom were talking about the blessing Ben’s life had been, or how distressed May must be, with all the horrible things that had happened to her.

Some were even talking about Peter, lamenting his loss or speculating on his chances of ever being found alive.

Harry wanted to scream.

It felt like these people were just poking fun at the situation, like it didn’t matter enough to them. They would go home, continue on with their lives relatively unaffected by the loss of their coworker, or their friend they saw once a month. They would smile and forget, moving on with ease, and it just isn’t fair!

It isn’t fair that he, MJ and May had to stay up, unable to sleep, thinking desperately about what they could have done differently to stop this, to protect Peter, to prevent Uncle Ben’s death.

And he couldn’t even imagine the pain May was in. She had just lost, in about three months, the two most integral people in her life.

There was no explaining or understanding the pain that she must be in, the constant agony of a mother and husband who had just been widowed and made childless.

Harry tore his mind off of May to instead glare at a jolly fat man who had just thrown his head back in laughter at something the woman next to him said.

How dare he laugh! How dare anyone have fun when Peter’s been kidnapped and Uncle Ben has been shot dead. The injustice of the world made him want to scream.

He started towards the man, to do something, anything, but felt MJ’s hand rest on his shoulder.

Softly, she whispered, “Don’t, Harry. They can’t understand.”

He deflated, knowing that she was right, and then stiffened when he saw a man in a suit stalking up the hill.

It was his chauffeur/bodyguard, the one he had ditched in order to make it to the funeral. 

He pulled away from MJ, pointing. 

“I have to go before he blows a gasket.”

She nods and turns back to her family and Harry breaks into a light jog, running to meet his fuming bodyguard. 

“Do you understand the earful I got from your father about you pulling your little disappearing act?”

Slightly ashamed, Harry shook his head, but said, “I had to go.”

The driver’s eyes softened just a bit, and he smiled. “I know kid, how do you think you got away in the first place?”

Harry gasped, and turned to follow the man back to his car, gratefulness welling up inside him.

“Thank you. It really means a lot.”

The driver opened the door for him and rolled his eyes. “Yeah, yeah, whatever. Just get in and don’t mention this to your dad, kapeesh?”

Harry nodded firmly and got in the car. Suddenly, he realizes he’s going to have to face his dad about this. 

He’s never disobeyed so directly before, and he’s a little scared to discover the consequences of his actions. He gulps and tries to distract himself by scanning the streets, counting the number of taxis he passes.

About four hundred taxis later they pull up to the Oscorp building and Harry walks in slowly, doing whatever he can to delay the inevitable.

The elevator up to his and his dad’s penthouse moves much too quickly, and Harry’s stomach feels like it might try revolting at any moment.

When the doors slide open with a puff of cold air, Harry gasps to find his dad sitting ramrod straight in a leather recliner.

He slinks in nervously, like a kicked dog, and sits on the couch across from his dad when his dad gestures sharply for him to do so. 

He doesn’t speak, and just waits for his dad to say something.

A few minutes pass, the tension in the room growing so thick you wouldn’t even be able to cut it with a knife. You’d need a jackhammer to break through this tension.

“You disobeyed my direct order.”

Harry opens his mouth to defend himself, but a hand flashes up, cutting off his words.

“I know that these past few weeks have been trying for you, but this is getting out of hand. You need to accept what has happened and move on. I will no longer tolerate this moping attitutide you have developed. Your grades at school have dropped drastically, and I will be assigning you a tutor to fix the problem. We are Osborns, and Osborns are strong. I will no longer tolerate your weakness.”

Harry gaped at his dad in abject disbelief. How could he say such horrible, cruel things? Doesn’t he have any humanity at all?

Knowing arguing would do no good, he just nodded mutely, glaring slightly.

His father dismissed him with a wave of his hand, already engrossed in work as he picked up his ringing phone.

Harry stormed to his room, doing his best not to stomp like an angry toddler.

_Why is he such a jerk?_ He punctuates that last thought by slamming the door, one final act of rebellion that soothed the anger pooling in his stomach. 

He stares at his backpack, full of undone assignments and blank note sheets. His teachers had been pretty understanding for about the first month, telling him that they knew what he was going through and that they would be okay if he needed an “adjustment period.”

But their kindness was wearing thin, Harry could tell. They were sharper in how they spoke to him, angrier when assignments went undone. He felt terrible not applying himself, but he just couldn’t. 

In every class he and Pete had together, he would just stare blankly at the empty desk Peter used to occupy. 

It was hard to quench his instinct to ask Peter questions in school, and he regularly turned to look for him only to find an empty space. Every time he looked and Peter wasn’t there, he felt the hole in his heart grow a little bigger and a little meaner. 

Harry shook his head to clear it and went to turn on some music. He was feeling like some aggressive Guns and Roses right about now.

As he dug through a drawer for his speaker, his hands brushed the cracked tablet, the one with the security tapes.

He sighed and tried to ignore it, finding the speaker and slamming the drawer shut.

His rock playlist was a good one, ranging from Kiss to AC/DC to more recent groups like Asking Alexandria.

As the loud drums and electric guitar riffs filled his ears, Harry laid back, trying to clear his mind. But the sight of the tablet had struck him. 

He hadn’t seen it since the day he and MJ failed to find Peter’s whereabouts, and that failure was still eating him up inside, no matter how hard he tried to suppress it. 

The cracked screen danced across his mind as AC/DC’s Thunderstruck raged behind him, the vibrations shaking his bed.

Knowing that he won’t be able to rest again until he rewatches the tapes until his sick, self-torturing brain is satisfied, Harry slouched over and pulled the tablet out, returning to lay on his stomach.

He pulled up the tapes from that day and settled on the one from Jamaica Avenue, sighing.

He watched the tape tick by, the crowds of people, each individual living their own life, blissfully unaware of what Harry’s been feeling for the past couple months.

The tape plays again and again, and Harry finds himself fascinated by the crowds, the way they move so simply with such purpose.

Vaguely, he notices a man in a bright red Chiefs hat walk across down the sidewalk, disappearing from view. The hat’s one of the brightest colors the poor image can make out, and Harry finds himself drawn to it.

Wait. 

Malcom Young screamed “Thunderstruck,” behind him, and Harry truly felt like he’d been hit with a bolt of lightning.

The hat reappeared, bobbing along the left side of the screen, the broad-shouldered man wearing it pushing past a group of people. 

In the exact same manner he had done seconds earlier.

Harry blinked, rubbing at his blurry eyes.

He checked, paused the tape, squinting. The man that had just walked out of the frame half a second ago was now on the other side again, repeating his exact same motions.

He watched a woman in the upper corner do the same thing.

He counted the crowd, watching the same group of people disappear from the screen and reappear half a second later on the opposite sides.

Harry felt giddy as he set the same ten seconds on loop. 

How could he not have seen this before! Somebody looped the tape! 

Quickly, he whips out his phone, dialing MJ, who picks up in two rings.

“MJ,” he screams, over the pounding music. “MJ, somebody looped the tape!”

“What?” said MJ. “I can barely hear you Harry! Are you at a rave or something? Are you hurt? Do you need help?”

Leave it to Mom Friend MJ to always ask those questions when their og Mom Friend, Peter, isn’t around to ask them.

Harry lunged at the speaker, turning it down.

“MJ, listen to me! Somebody looped the tape! The one from Jamaica avenue! They hid what really happened that day.”

He could hear MJ’s frown in her voice when she replied. “Are you sure?”

“Yes, I’m sure! The same man in a red Chiefs hat walks by the exact same way twice in like fifteen seconds! Same with a woman in wobbly heels!”

“Wow, Harry, that’s amazing! How’d you spot that? We have to get this to the police!”

Harry bit his lip, thinking. 

“Do you think the police have the technical ability to solve this? I’m not sure they can, especially since it’s my dad’s company’s tape.”

MJ paused, and Harry could feel the gears grinding in her head. 

“Well, take it to your dad. Maybe you can convince him, but I’m not sure you’ll be able to, especially with how distant he’s been lately. Make a copy of the video first though, and send it to me, and I’ll take it to the police while you take your copy to your dad.”

MJ has always been the most practical and level-headed of all of them, and Harry finds himself immensely grateful to be her friend.

His heart swells as he sends a copy over to her. He finally feels like he’s getting a chance to actually make a difference, to do something, anything, to help find Peter.

He stands, to go show his dad his new discovery, to beg for forgiveness and help, but pauses at the door. If he doesn’t go about this right, any chance of Oscorp technical help will fly straight out the window, never to be seen again.

He decides to wait a little while, to let his dad cool down first. Approaching him now might cause him to turn into Stormin’ Norman.

Tucking the precious tablet back into his drawer, he decides to catch up on some of his missed sleep while he waits for the perfect time to approach his dad.

###### 

While Harry naps, MJ pulls out her phone to call May, only hovering over the call button for half a second.

Aunt May picks up immediately, as she has every time it rang for the past two months.

“Yes, who is it?”

Her voice is slightly fantic, and MJ can hear the strained undertone of somebody barely holding themselves together emanating from her.

“Hey, Aunt May. It’s me, MJ. I have something I think you’ll want to hear.”

She deftly explains the situation, praying that this last shred of hope won’t destroy May if it falls through.

Aunt May’s voice is shaky, but stronger than it was seconds ago when she replies. 

“And you’re sure about this?”

MJ watches the tape, the red ball cap bobbing by twice. 

“I’m sure.”

Aunt May chokes back a sob of relief, spewing thank you’s into the phone as MJ hangs up.

MJ goes to her computer, pulling up the website for Queen’s main precinct. There, at the bottom of the screen, is a tip hotline, one for email and one for phone.

She quickly pulls up an email, sending the clip with a quick note: _This should help with the search for Peter Parker, who went missing on December 17th. The security footage from the road he normally takes home has been looped, effectively preventing us from seeing what really happened that day._

She leaves the note anonymous and says a quick prayer as she sends it.

When the confirmation email that the police got the tip goes through, she sends a quick text to Harry, letting him know about her success.

###### 

Harry wakes from his power nap feeling more refreshed than he has in weeks. It feels like his body had finally switched gears after grinding away at one for much too long, which relieved quite a bit of the pressure pounding down on his mind and soul.

A quick glance at the clock tells him that it’s almost 5:30, which is perfect because that means his dad will be coming up for dinner in about forty-five minutes, meaning that he has plenty of time to map out a game plan on how he’s going to approach this situation.

He looks down at his phone and sees that he got a message from MJ. 

_I sent the video to the police._

He smiled, hope welling up inside him. They’re finally doing something useful to find Peter!

Still smiling broadly, he got ready for dinner, doing his best to make sure that not even one hair was out of place, that there was nothing his dad could critique.

After doing that for fifteen minutes, he eventually ran out of things to do, so he turned slowly to his overflowing backpack, grimacing. Harry pulled out some books, looking down at his unwritten English notes.

If he wanted his dad to help him, doing his homework would be a great place to start.

Interacting with Norman Osborn is like going to a marketplace to trade. In order for him to do something for you, you have to be able to do something for him in return. Harry found it sad that that’s the relationship he had with his dad, but he hadn’t known anything else since his mom had died.

He missed his old dad, the happy one who could stop working for half a second to play a game, the one who used to take time off for Christmas instead of working straight through it. The one who used to smile at him as he told him about his day.

Shaking off nostalgic memories, Harry started on geometry, doing his best to finish his problems with the mostly-blank notes he had kept. Thank god for Khan Academy.

He works until 6:10, before standing, running his hand through his hair anxiously. 

It was time to talk to his dad.

Ambling out to the dinner table, he saw that it was already set, steaming bowls of soup, each plated like they were from a five-star restaurant. Actually, they kinda are. His dad had hired a couple of five-star restaurant chefs when mom died because he couldn’t cook for crap.

Harry took his seat carefully, twisting his napkin in between his hands. If his dad didn’t show up to dinner, how was he gonna tell him about what he found? God knows he won’t take any interruptions to his work.   
Luckily, right as the clock ticked to 6:15, the door opened and in stormed Norman, holding a report in his left hand, right hand tapping away at his phone.

He glanced around the room and nodded at Harry, moving to grab his soup bowl. “Harry, I’m going to eat at my desk today.”

Harry gulped, “Wait, dad. Can you eat with me today? Please? Just for a little bit? I have something I need to show you.”

Norman sighed, his eyes shifting between his report and Harry, “Well, just for a bit.”

Harry breathed out a sigh and relief and jumped right to it, not wanting to lose one ounce of his dad’s attention.

“I figured out something for Peter’s case!”

His dad’s eyes shifted to his, widening slightly, something unidentifiable flashing within them.

“Do tell me, son.”

Harry smiled so wide the grin threatening to rip his face in two, and pulled out the tablet from under the napkin.

“Somebody looped the camera footage from the day he disappeared! They didn’t want us to see what really happened! So, I was thinking, maybe you could have a tech team take a look at the video and try to fix it, to find out what really happened that day.”

“Are you sure?” Norman asked, shifting forwards.

Harry deflated slightly, angry his dad didn’t believe him.

“Yes, I’m sure. Here, watch the guy in the red ball cap.”

He clicked play in the video, watching his dad carefully for his reaction. After the red hat bobbed by twice, he paused the video.

“Did you see it?”

Norman steepled his fingers, sinking into his chair. “I did. You are correct.”

Harry gave him a shy smile, “So you’ll help unravel the tape?”

His dad gave him a soft smile. “Of course.”

Harry barely refrained from gasping. He had expected to have to bargain, to tell his dad about his new found commitment to his schoolwork, but he was just agreeing. _Well_ , Harry supposes, _Dad’s always had a soft spot for Pete._

“Great, thank you so much!”

Norman nodded, and gestured to the tablet, “Can I take this? For the team.”

Harry nodded almost frantically, shoving the device at his dad.

On his way out with his bowl of soup, Norman paused at the door and turned to look back at Harry, saying, “Son, I’m proud of you for being such a good friend to Peter. It’s a good quality to have, being this devoted to something.”

Harry felt his brain melt slightly from the praise, and before he knew it, his dad was gone. 

He punched the air, whispering to himself in delight, “We’re gonna find who took Pete!”

For the first time in months, eating didn’t seem like such a struggle as he devoured the soup, which turned out to be taco soup. It was really, really good. 

After the soup he turned back to his homework, determined to finish at least a bit more of it. 

Meanwhile, one Norman Osborn tightened his grip on the already cracked tablet, watching angrily as shards of sharp glass dropped to the floor. If this didn’t throw a wrench in his plans, nothing did.

**Notes for the Chapter:**

> **So I haven't done a disclaimer yet in this story. But like obviously I don't own anything, it all belongs to Marvel and whoever else made this amazing show. So yeah.**


	12. Photography

**Notes for the Chapter:**

> **Hehe I'm back guys!**
> 
> **Sorry for the wait my summers are just crazy busy and also I'm really tired all the time so apologies to all! Anyways Black Lives Matter!!!!**

Norman hissed in rage. 

His son’s search for his friend was supposed to end in a dead end!

But, he had to hand it to Harry. It takes a keen eye to spot looped videos, especially ones so short. Osborns do get what they want.

But still, it was infuriating. Now there was suspicion planted in his son’s head, and, knowing him, it wouldn’t die down until proven completely and utterly wrong.

He clenched his fist, barely restraining himself from throwing the blasted tablet across the room. 

He could still bring order to this situation. All he had to do was create some official looking documents signed by a tech team and present them to Harry, saying that there was nothing to be uncovered, that whoever had looped the tapes was a professional and that there is no way to uncover the real video from that day.

That should work, right?

Norman gritted his teeth as he slammed the door to his office, collapsing down in his office chair. 

Deftly, he entered the passcode, bringing up his email.

He had many, but only one caught his eye. 

Otto Octavious had finally sent him an update. That infuriating man refused to send emails on a regular basis, but he was a brilliant geneticist. If Norman didn’t have almost complete control over him otherwise, he would have terminated the man for his insolence by now. 

He pulled up the email, quickly running the decryption system to descramble the code that they have been communicating with since testing had begun.

The email had no introduction, jumping straight to the findings, which is very unlike the normally excessively verbose Octavious.

The subject has shown extraordinary powers, most of which I outlined in my last communication. However, since I communicated last, there have been many new developments.

Norman ran a hand over his face. He had practically no idea what was actually happening in Otto’s dank underwater lab, but as long as it got him the results he wanted, he was okay with anything. Especially since nothing could be traced back to him.

Actually, Otto could incriminate him should this little venture come to light, but Norman has ways of, shall we say, eliminating issues.

He smiled slightly and continued reading.

In the preliminary studies, under which the only alterations to the DNA had been contact with S-14, most of the powers were latent and quite weak. However, I have since increased the subject’s contact with radiation, primarily through the inhalation and exposure to radioactive aerosol particles. 

These particles have worked wonders. The SM-1’s abilities have spiked drastically. 

Where his healing factor used to be only about six times as fast as the average person’s, it is now almost comparable to the healing factor of Wolverine. The subject’s body now consists of only muscle, as the rapidly regenerating cells no longer allow for anything else. The metabolic factor has also increased at the same rate, meaning that the subject now needs to consume slightly above 8,000 calories per day to maintain a healthy body weight. However, his body has now adapted to store energy, much as a spider does. This means the subject can perform at near optimal level without food for several weeks at a time. As of now, the subject has not eaten in three weeks, but shows barely any signs of physical degradation in regards to strength and speed.

Otherwise, the subject’s speed, strength and resilience has increased as well. There is also something of note that I want to study in the future. SM-1 appears to have something of a precognitive ability that warns him of approaching danger. I have yet to devise a test for this, but for military purposes, this ability could prove quite useful.

The increased radiation has also provided the subject with physical weapons. SM-1 now contains spinneret glands in his wrists, which can launch an extremely high-tensile strength web, which can hold up to 178 kilograms per square millimeter. The subject now possesses venom glands in his upper mouth. Unfortunately, SM-1’s canines had to be removed to make way for the fangs.

Norman blinked hard, rereading that last bit. The subject (Peter, Harry’s best friend Peter, whispered the last decent part of his soul, the one he had suppressed in the wake of his wife’s death) had fangs now? Like actual fangs? Somehow, he hadn’t expected such drastic physical changes. The increase in metabolism, healing and strength had all been expected, but fangs and spinnerets? That was a little much.

But militarily, Norman could see the potential of each.

SM-1 also now has wrist spines, which act much like the retractable claws of a cat. 

I have provided pictures of each new development for you.

Below that last sentence was a list of four attached documents. 

Norman swallowed hard and opened the first, slightly afraid of what he might see.

He breathed a sigh of relief. The first was only a side-by-side comparison of the DNA of the subject before the increased radiation and after. It highlighted an increased prevalence of the spider DNA. It almost looked like the increased radiation had unlocked the spider DNA, allowing it to, pardon the pun, web itself through the host’s DNA, creating a perfect union. It was almost beautiful in a way, the two DNA strands intertwining delicately.

Taking a few quick notes, Norman closed the first document and opened the second. 

He had to repress a gag, turning his head away from the camera. 

In the picture lay Peter, strapped down to a table with thick, heavy bonds, his body very obviously tensed in pain. He’s wearing a small medical gown, which had probably started off as white but could now be described as a blob of red. His body is gnarled, unnaturally thin with each bone directly visible through the thin cotton of the gown. Rusty red from old blood intermingled with the dark, rich color of fresh blood, with swipes of blood of all ages splashed in between. 

Norman averted his eyes from Peter’s face, which is twisted in horrible anguish, and looked at the sharp spines protruding from his wrists instead. They were bone-white, and Norman realized that they probably were bone, a growth induced by the new DNA introduced to Peter’s body. Each was about eight, maybe nine, inches long, and they tapered down into long, deadly points.

Forcing himself to focus only on the spines, Norman jotted a few quick notes, taking the picture down as fast as possible.

Taking a deep breath, he opened the next one, which thankfully started with a diagram for a small device. The blueprints detailed it as a web-shooter, a device designed to harness the power of the spinnerets and extend it, allowing the webs to be launched farther that would be possible otherwise. Each shooter is anchored to the bone with a heavy metal screw, and Norman’s face screws up just thinking about the unending agony that must be for the subject.

But they also have a dual purpose, Norman realises with a small gasp. They have electrode implants, the ones used on the ends of tasers, but cleverly made smaller. These electrodes are designed to be remote activated, unleashing 120 volts into the subject’s nervous system, which is insane. 120 volts applied to the skin is generally enough to kill a normal person, let alone application within the body, and, as the diagram suggests, for such extended periods of time. 

But the notes in the corner suggest that the weaponizing of the devices is necessary for controlling the asset, so Norman supposes he’ll allow it. 

He scrolls down and is met with an even bloodier picture than the one before it.

In this one, the subject’s arm is carved open, exposing the bone and a thick blue vein running up the underside of the forearm. Even with Norman’s rudimentary knowledge of anatomy, he can tell that that vein is unnatural, so he assumes that it is where the webs are made, and possibly stored, until they are used.

The devices sit at the base of Peter’s hand, nestled into the joint. The blue vein disappears into them, and Norman can’t help but admire the ingenious design of the devices. 

He makes a quick note, admiring the relative simplicity of the design. It would be easy to mass-produce for an army.

The next picture was somehow worse than the other two.

It featured Peter’s anguished face, his mouth forced open into an unnaturally large gape. In his mouth Norman could see the result of the dental surgery, four long, sharp fangs glistening dangerously in the light.

The rest of the teeth seemed sharper as well, almost feral. But maybe that’s just a trick of the light, the feeling created by the streaks of crimson smeared across the rest of the teeth.

Scrolling down, Norman finds a dental-x-ray, a red circle highlighting the venom glands recessed into Peter’s gums. The writing on the side notes the effects of the venom as similar to that of the Brazilian Wandering spider. The list of effects include: burning pain, raised heartbeat, raised blood pressure, nausea, cramping, blurred vision, and convulsions. And a high enough dosage is enough to kill.

Norman shudders slightly. The power of this venom is almost exponential, especially from a military perspective. 

Closing the last picture, he quickly reread the last email, feeling anger grow in the pit of his stomach.

Otto might have provided plenty of information, but he provided almost no updates on his progress of reworking the subject to become a soldier, or the potential of creating other soldiers like the subject.

Clenching his fist, he dialed the number of the underwater lab swiftly.

It rang once, twice, and on the third, the phone picked up, Otto’s slimy voice filling Norman’s ear.

“What do you want, Osborn?”

“Results, Otto. You have sent me graphs and charts, all full of speculations of the full range of powers of the subject. I need a soldier, and I need it now. Your new objective is to train the subject, to make it the perfect soldier. I will no longer tolerate speculations, your slow scientific process. I have dangerous men breathing down my neck about this little project, and if I don’t get results I will be forced to terminate your hand in it. Understood?”

Norman could feel Otto’s anger even through the phone. 

“There are still so many enhancements, things to discover! If you could just give me a bit more time, the training could come later, when everything is fully understood!”

“No,” Norman growled, “you didn’t listen. I will have preliminary training results, and I will have them by the end of this month.”

Before Otto could reply, Norman hung up, the action giving him the smallest sense of satisfaction and control. 

He straightened his tie, checked his reflection in the mirror, and, tucking the tablet under his arm, returned to work.


	13. Zap

The white was creeping into Peter’s soul. He had spent ages, an eternity, in the Box. 

No longer could he ignore it, not when everything else hurt as well. 

There was no reprieve, not ever. 

Dr. Octopus would come, pull him, often screaming and kicking, out of the box, and strap him to the table. 

There he was ripped open and sliced apart, over and over and over and over again.

He’d given up screaming long ago, about sometime when the feeling of the paralysis serum became something he was used to. But now the Doctor didn’t even bother with it. His throat was too raw, too broken to scream. 

And when he was finally, finally pulled off of the table, he was back in the Box, back in the endless, blinding, all-consuming white. 

And if he tried to sleep, the white followed him there, at least it did during the good dreams.

In the bad ones, he was back on the table, writhing, squirming as metallic claws wrapped around him, suffocating him as the ethereal, blurry faces of a couple looked down on him.

The couple was vaguely familiar, Peter knew, but he had no idea how he knew them. He could barely remember anything before the Box and the lab anyways. The happy memories he had been holding onto desperately were slipping from his grip, becoming dust in the wake of the shock to his body. 

And for quite a long time now, at least based on his body’s sickly thinness, Peter hadn’t eaten. There had been no white sludge drinks, just rare sips of water, and sometimes an IV bag during table times. 

His body felt like it was collapsing in on itself, and where his skin used to close perfectly around scalpel incisions, long white and pink scars had begun to form, marring his skin from head to toe. 

His least favorite scar was from an open chest surgery, so that the mad doctor could examine the changes to his heart and the blood vessels around it. 

He had been awake for it, just as he had been for every other surgery so far. Often he begged to be knocked out, for the darkness to seep across his vision and grant him the closest thing to rest he had found in this hellhole, but his new powers came with increased pain resistance, allowing his mind to stay aware even through what would normally be unstandable to anybody else. 

Anyways, as the doctor had pulled his chest cavity open, Peter had seen his own heart, bloody and glistening, thumping weakly under the harsh LEDs. 

And when he saw his heart Peter finally found an understanding. 

He was going to die here, alone, wherever he was. Nobody was coming for him, nobody was going to save him, no police officer could fight the monster that had trapped him here. 

That surgery was the last time he had screamed, the last time the voice numbing serum had been necessary. 

Hope had slipped through Peter’s fingers as easily as his own blood pooled under the table. 

But just because he had given up what little hope he had left doesn’t mean that he had given up his sanity, at least not yet. 

He was holding on as best as he could, holding himself up in the farthest corner of his mind, dissociating from reality. 

Deep down some bright, unbroken part of Peter knew that this was dangerous, that he needed to fight for hope, for a chance, that the couple from his dream did know him, that he had something to go back to, but he was just so _tired._

And it was easier to focus on protecting what he could than to fight back, so that’s what he did.

But now the white was all consuming, tearing him apart from the inside-out. It was all he could see, all he could feel. 

**[And to think I once thought white was a color of purity, of innocence.]**

It was shadowless and emotionless, and it pulled him apart as he scrunched tighter into his corner, squeezing his eyes shut, which was a fruitless endeavor as the white seeped past even that. 

He sat there, rocking for who knows how long, trying to escape the white nightmare that surrounded him, when he suddenly saw _something_.

It was a vague and smallish shape, flashing in the corner of his eye for no longer than the beat of his heart, but it immediately sent him into high alert, each bony vertebrae pressed firmly into the corner behind him. 

His head whipped around, eyes and ears straining for any signs of the what-ever-it-was that he had just seen. 

There was nothing, but now his adrenaline was spiked, his hands shaking as he stared at the white walls. 

And so he waited, alert as his fatigued body could be, until he saw it again, this time slightly above him. 

But by the time he turned his head to see the thing fully, the shape was gone.

His breathing was panicked, his heart racing. 

He was trapped in here with something, something evil, something scary. 

And it was a malevolent creature, he could feel that it was coming for him, hunting him. 

He pressed back into his corner, rubbing his left arm implant which is a nervous tic he had developed.

The sharp pains shooting up and down his arm calmed Peter almost immediately, anchoring him back in reality

So Peter waited for a chance to confront the thing, to save himself, but it never reappeared for long enough for him to even see it clearly. It just danced lightly in the edges of his vision, slowly flickering closer and closer to him, till it felt like he could just reach out and touch it, but he never could. It was too fast, too smart to catch. 

By the time the thing was almost upon him, Peter could feel cold tears streaming silently down his face, but his throat refused to scream, to cry out like he wanted.

He buried his face in his hands, curling into the fetal position so that at least he couldn't see the thing. 

As he did, he could almost hear faint laughter echo through the Box, with an odd dual quality to the tone. The laugh was simultaneously high-pitched, almost angelic, and low-pitched, with a dark, demonic quality spinning through it. 

The odd sound spiraled into Peter’s brain, echoing through the corners, ringing until the sound was the only thing he could comprehend as he curled into a tighter ball, unable to do anything to help himself.

Peter laid against the cold ground for an indeterminable amount of time, sobbing silently as the sound of laughter refused to leave his brain.

Suddenly, the room filled with the familiar sound of the hidden door whooshing open and then there was a cold metal claw around Peter’s middle, pulling him out of his hated Box.

Peter went limp immediately. Fighting back only resulted in more pain, and Peter wasn’t sure how much more pain he could take. 

As the Doctor clanked towards the lab, Peter listened to him mumble faintly about the mysterious “He” that he had been complaining about ever since Peter got here. 

“He” was in control of this whole operation, “He” was the one who told Octopus what to do and why to do it. He was the real big bad in the situation, and the last whole part of Peter burned with a fiery rage whenever he thought about “Him.” But whoever He was, Peter was never going to be able to see him. From what he had learned of Him from Otto’s angry ranting, He rarely did the work himself, especially the dirty work, which is apparently what Peter is classified as. 

But He was a problem for later. 

Right now, Otto was dragging him past the table, down a hallway that Peter had never been able to open the door to in any of his escape attempts. 

Peter’s heart leapt into his throat. 

This was new, and as he’d already learned from this place, new is dangerous. 

They clinked down the dark hallway, away from the eerie green glow of the lab into a larger, dark grey room made of what appeared to be only concrete, minus the massive, slightly tinted window lining the wall next to the door. 

Otto opened the door harshly and threw Peter through, where he landed in a crumpled heap on the dark cement. 

The door slammed shut and a few seconds later, Otto reappeared behind the glass window, on the opposite side of Peter. 

A loud buzz sounded as the too-loud intercom crackled to life, letting Otto’s sickly voice assault Peter’s extra-sensitive ears.

“You are doing something new today, SM-1. My, ahem, benefactor, wants results, so you will now be combat training. The goal of this session . . .”

Peter could see Otto’s dark smirk as he punched some buttons.

“Is to survive.”

Peter’s sixth sense, the one that Otto called a precognitive danger awareness sense, flared to life right before a shiny silver robot with glowing green orbs descended towards him, its four arms equipped with spinning blades. 

Gasping, Peter struggled to his feet on shaky legs. He hadn’t tried to stand, much less support himself, in god knows how long, but the adrenaline of seeing a murder-bot coming towards him helped. 

His body moved on its own accord to dodge the first few swipes, and he lurched across the wall, trying to create distance between the Octobot **[Hey that’s pretty good!]** and himself. 

It worked for about half a second, and then the robot was back on top of him, his extra-sense crying out in alarm.

He tried to leap to dodge, but his exhausted, underfed and injured body gave out, and he tumbled bonelessly to the floor as three metal claws pinned him down, the last one posed to kill. 

Peter flinched backwards, squeezing his eyes tight, resigned to his fate.

He waited but no killing blow arrived, so he peeked one eye open. 

The robot was just frozen on top of him, keeping him from moving. 

“SM-1, what was that? You need to show me your best abilities, not just give up when faced with a single bot! I need results, and I need them now!”

The anger in Otto’s voice shook Peter to the core. Whenever Doc Ock is angry, time spent on the table is more painful, longer and generally much less precise. 

He rolled his head as best he could to look towards the Doctor, and was shocked to find him right next to him, his greasy head looking down at his prone form with disgust.

“You are weak, SM-1.”

A metal arm lashed out and whacked Peter’s stomach, causing him to cry out silently in pain, his back arching as he tried to curl up to protect himself. 

The arm came back and forced Peter’s head to turn so that he could look Doc Ock in his greedy little eyes. He tried to turn his head away but the tight metal pincers threatened to draw blood. 

Otto brought his head down till he was almost eye-to-eye with Peter. 

“You will fight. And if you don’t, you will regret it dearly. You see, SM-1, you only think you know pain. There is still so much agony I can bestow upon you if you continue to disobey me, insect.”

Desperately, Peter tried to make his vocal cords work so that he could express the fact that he _literally can’t_. His body physically cannot support him at this point.

All that comes out is a breathy whimper, nothing more than air forced through chapped lips. 

Otto’s lips quirk up in amusement. 

He’s gotten quite a kick out of Peter’s recent inability to speak. He likes to rub his past self in his face. One of his favorite methods is asking Peter where all his spunk went and why he can’t talk anymore. Peter finds it incredibly frustrating to not be able to scream at him, to explain that he’s the monster who’s done this to him, who’s hurt him for what feels like eternity now.

Otto moves back, and the robot floats back with him. 

The doctor still looms over him, however, and says, in a dark, angry voice, “Get up.”

Peter decides to ignore him, and tries to turn away, but instead settles for closing his eyes because he’s too tired to turn. 

“Get up.”

The voice is lower now, angrier, and sparks some sort of fear deep in Peter’s stomach. 

_“Get up!”_

This time, Peter does his best to struggle upwards, managing to barely scramble into a kneeling position. It’s dangerous to push Otto this far, especially when He has made Doc Ock this mad.

Peter is honestly trying his hardest to stand, but he can’t make his legs extend, and they’re shaking bad enough even in just the kneeling position.

After about thirty seconds of trying, his arms give out and Peter sprawls back down, finding himself looking up at Otto’s grim face. 

The doctor slowly shakes his head. 

“I warned you, SM-1. You had one simple task, but you’re so useless you couldn’t even do that. Enjoy your punishment.”

With that, his left arm snakes up and punches a red button located on his own suit.

And in that split second, Peter’s mental warning system strikes the strongest warning Peter has ever felt, right before his whole body flings itself into an agony unlike anything he has ever experienced, which is impressive, because he’s experienced untold agonies. 

Every nerve ending comes alive as his muscles tighten and release wildly. As he screams, his voice box finally jolted back to life by the intensity of the pain he’s experiencing, Otto’s voice comes to the forefront of the experience.

“Right now, you are being bombarded with about 2,100 volts of electricity, which is what is used to kill humans in the electric chair. But because of your non-human DNA, you can survive such a hit, but not without unbelievable pain. Now, when this is over, you are going to stand or I am going to do it again until you pass out.”

A few more seconds, each dragging on like the final hour of class on a Friday, passed and then the intense pain let up suddenly, each of Peter’s jolting limbs finally coming to a stop. 

Peter was hyper-aware of the smell of his own burnt hair as Otto commanded him to stand once again. 

His body feels like water as he tries to make any of his muscles move, and for a second, he can’t do or even feel anything.

But then the memory of the sheer pain flashes back into his mind and his body is responding in fear, desperate to protect itself from ever experiencing something like that again. 

He stumbles to his feet, and has to lean against the wall to support himself, but he stands, gasping silently, his vocal cords apparently signing off now that his body isn’t burning in hellfire anymore. 

Otto smiles slightly as he takes in Peter’s injured form.

“Since you obviously aren’t good enough to do anything actually challenging, I suppose I can measure your strength.”

The Octobot reappears behind Otto, glowing dimly as two arms shoot out and straddle Peter.

Otto sighs and moves away, “You are going to push up against the two arms, which will increase in force. If I suspect you are holding back, well,” his arm brushes against the button on his suit lightly, causing Peter to flinch, “you will be punished accordingly.”

Peter takes a deep breath, his lungs rattling and throat burning as the taste of ozone fills his mouth. 

_You can do this. You HAVE to do this_ , he thinks, shoving his fear down. _If you don’t, you’ll experience THAT again._

He grasps the metal arms and begins to push up, his body already shaking with the effort, but nonetheless, he persists. 

Ever so slowly, the pressure increases, and he feels his arms begin to buckle, but one glance at the button on Otto’s suit, his resolve strengthens and he pushes up harder and harder, counterbalancing the strength of the robot. 

This continues for several minutes, sweat starts streaming down his face, burning his eyes.

The robot’s hold is almost unbearable, but at this point, sheer terror keeps Peter going, and he has almost infinite reserves of fear in his body left to sustain him. 

Finally, finally, when Peter can barely see, the robot’s arms release and he falls to the floor, breathing heavily. He can’t feel his shoulders or arms, but decides that this pain is much more bearable than the feeling of the electricity coursing through him.

Otto nods, muttering, “Almost nine hundred pounds of force,” as he scoops Peter up and brings him back to the white room. 

Peter, who was exhausted, suddenly finds fear powering him once again as the door to the Box opens. He can’t go back into the room, not with that thing in there, hunting him. 

But he literally can’t move his arms as he is flung back into his torture chamber, any good feelings of escaping electrocution evaporating immediately as the white presses him down, quickly filling his mind with primal, angry fear. 

But his body can’t handle that type of emotional stress once again in such a short block of time, so it does the next best thing and shuts down, allowing Peter to slip comfortably into the darkness.


	14. Tiger, Tiger, Burning Bright

**Summary for the Chapter:**

> Heyyyyyyy, so guess who almost died from COVID? That's right me lol. 
> 
> But I'm back so :))))
> 
> Not that great but I just needed to write something to get back on track lol. Also I did not reread so if edits need to be made pls tell me thank you!

Ava only knew one thing for sure: this disaster of a team she’s been forced to be part of for the last half-year has to be temporary.

It has to be. 

As the White Tiger, she’s supposed to work alone, or if she works with someone, it should be someone from her family, someone who honors the code and history of the amulet. 

But here she is, stuck working with three idiot boys, none of whom ever seem to listen. They have no respect, no discipline - save for Iron Fist, but honestly, she can’t relate to him at all. He’s too laid back, too easy going. She can’t afford that weakness. 

And all the boys ever seem to want to do is talk, talk, talk, and defend their own egos! It’s infuriating.

But she can’t lose her cool, not now, not ever.

So she grits her teeth and works harder, and does her best to ignore them.

But they can’t seem to take a hint - especially Sam. 

“Ava, Ava, Ava, Ava,” a pencil bounced off her ear, “Ava, Av-”

“What do you want?” She can feel the tiger inside her growl, longing to lash out as her concentration is broken.

“What did you get on the seventh question?” The question is hissed, barely above a whisper, but Ava glances instinctively to the SHIELD agent proctoring their subterranean defense test. Why they had to memorize these random facts, she had no idea, but she studied for about four hours and so far, the test’s been a breeze.

But now Sam, who didn’t study at all, wanted her to help him cheat. And there was no way she was gonna do that, especially because this will be Sam's fourth failed test in a row, putting him one F away from him having to go to “study hall.”

“Study hall” for kids like them meant extra training - more pushups, situps, and laps than most people could imagine.

And Ava desperately wanted to see Sam struggle with studying to try and avoid study hall.

Maybe he would turn to her for help and she could finally knock some sense into him.

“No,” she whispered back, flipping the page on her own test.

“Please? I’ll buy you some catnip if you do.”

Oh, now her blood is practically boiling. Sam never seems to learn that she absolutely abhors the cat puns and jokes he always seemed to make about her. She has yelled, screamed, and even thrown him through a wall, but the thick-headed space case just keeps right on going, laughing uproariously at each and every one of his not-so-funny jokes.

And it doesn’t help that the rest of her “team” laughs right along with him most of the time. 

It’s demeaning and stupid, but most of all, it makes fun of all the hard work she puts in daily to keep her animal side under control.

So, keeping her head down and on her own paper, she hiss back, voice low. 

“The answer that you have to divert the enemy deeper underground.”

From the corner of her eye, she can see Sam nod slightly. Then he looks at her sheepishly, hand pointing at the pencil that had rolled under her chair.

Rolling her eyes, she passes it back to him, content in the knowledge that the answer she had given him was completely wrong. 

A few minutes later she was up and handing in the test, finally free to head back to her bunk and finish studying for the upcoming espionage exam. 

As Ava walked back to the dorms, her ears practically pricked up as she heard the sound of distant gunfire. Interested, she traced the sound down a few hallways and into an area of the helicarrier she rarely visited - the Agent training rooms.

There were a few SHIELD grunts running around, a few interns balancing coffees and scones in their arms, but there was nobody with a gun. After a few seconds of silence, she was about to give up, but then she heard the sound again.

It didn’t sound like a regular gun, or at least the ones she was used to, so she crept towards the firing range, careful not to bump into any of the bustling people around her. 

There, in the back corner, she saw something amazing: the Black Widow, suited up, clearly testing some sort of new weapon.

Ava was immediately enthralled. The Black Widow was one of her - not to be too cliche - heroes. 

She was a strong, powerful woman in a team of mostly irresponsible and childish men. She had worked hard since birth to get where she is today, and that was something Ava could respect. 

As she watched her shoot for a few more seconds, she began to wonder what sort of product she used to get her hair to glisten like that without being oily, but also was trying to work up the strength to talk to her. She might be a powerful fighter on her own, but one doesn’t approach the Black Widow just to make awkward small talk. 

But she missed her chance as a smallish man in purple seemed to swoop in out of nowhere from the heights of the Helicarrier, tapping the Widow on the shoulder in what was supposed to be one of those “made-you-look” pranks.

It didn’t quite work out like that, however, and Ava had to suppress a giggle as the Widow ripped Hawkeye over her shoulder in a rather precise-looking judo flip. 

Now that was form to be admired.

As the two stood up, ribbing each other playfully and making their way out the other end of the room, Ava felt something hot and almost sad well up inside of her.

The way they moved together, like they knew each other’s thoughts before they had even been conceived was so beautiful, so fluid, and exactly what teammates should be able to do. 

It hurt to see teammates have such a connection, such an understanding. It was all that she wanted, and these stupid boys she was stuck with just couldn’t understand that! And deep down she knows that just telling herself that she doesn’t need connection is a lie, that ever since she lost her family she’s been aching for something more, something deeper. 

And so as she turns away from the room, fully intent on getting back to work to ignore these angry, bright emotions welling up deep inside her chest, she finds herself swallowing down the painful lump in her throat as hot tears prick her eyes.

This unwarranted display of emotion only serves to enrage her further.

In everything, she strives for control. 

But now her body is betraying her, and for what? Just because she doesn’t feel “connected” to three stupid teenaged boys?

That’s ridiculous. 

But the emotions are coursing through her, and she can’t bottle them up this time. There has to be a release or she’s going to explode.

So she turns to the simulation room, practically sprinting at this point if only to feel the few tears she’s allowed to escape dry against her cheeks.

In a blur, she sets up the LMDs, and begins to fight, wildly, like the animal hiding underneath her skin.

She knocks one down, slashing with her fingers arched like claws.

Another goes down to a savage kick

And another.

Eventually, she loses count, but they keep coming, and with each one, she brings herself more under control.

“Control.”

It’s her mantra, her lifestyle. She knows nothing else and refuses to fall prey to anything else. 

And so she keeps right on fighting, until the simulation powers itself down.


End file.
